Common use of SELLING STOCKHOLDERS Clause in Contracts

SELLING STOCKHOLDERS. (i) All of the Securities to be sold by such Selling Stockholder hereunder have been placed in custody in book entry form pursuant to a stock custody agreement relating to such Securities, in the form heretofore furnished to you (each, a “Custody Agreement”), duly executed and delivered by such Selling Stockholder to Computershare, Inc., as custodian (the “Custodian”), and such Selling Stockholder has duly executed and delivered an irrevocable power of attorney, in the form heretofore furnished to you (each, a “Power of Attorney”), appointing the persons specified therein as attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder at a price per share as determined by negotiations between the Selling Stockholders and the Representatives, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. (ii) The Securities held in custody in book entry form for such Selling Stockholder under the Custody Agreement of such Selling Stockholder are subject to the interests of the Underwriters hereunder; the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney of such Selling Stockholder are to that extent irrevocable; the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether, in the case of any individual Selling Stockholder, by the death or incapacity of such Selling Stockholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust or, in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or similar organization, or by the occurrence of any other event; if any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Securities to be sold by such Selling Stockholder hereunder, the Securities to be sold by such Selling Stockholder hereunder shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and of the Custody Agreement of such Selling Stockholder; and actions taken by the Attorneys-in-Fact pursuant to the Power of Attorney of such Selling Stockholder shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.

SELLING STOCKHOLDERS. (i) All The common stock being offered by the Selling Shareholders are those previously sold to the Selling Shareholders. For additional information regarding these shares, see “Private Placement of Shares of Common Stock” above. We are registering the Securities shares in order to be sold by such permit the Selling Stockholder hereunder have been placed in custody in book entry form pursuant Stockholders to a stock custody agreement relating offer the shares for resale from time to such Securities, in time. Except for the form heretofore furnished to you (each, a “Custody Agreement”), duly executed and delivered by such Selling Stockholder to Computershare, Inc., as custodian (the “Custodian”), and such Selling Stockholder has duly executed and delivered an irrevocable power ownership of attorney, in the form heretofore furnished to you (each, a “Power of Attorney”), appointing the persons specified therein as attorneys-in-fact (each an “Attorney-in-Fact” and, collectivelythese shares, the “Attorneys-in-Fact”) Selling Stockholders have not had any material relationship with authority to execute and deliver this Agreement on behalf of such Selling Stockholder at a price per share as determined by negotiations between us within the past three years. The table below lists the Selling Stockholders and other information regarding the Representativesbeneficial ownership of shares of common stock by each of the Selling Stockholders. The second column lists the number of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, as of December ___, 2022. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreement between the Company and the Selling Stockholders, this prospectus generally covers the resale of all shares of common stock held by the Selling Stockholders. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to authorize this prospectus. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering The undersigned beneficial owner of common stock (the delivery “Registrable Securities”) of Body and Mind Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission, a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities to be sold by such Selling Stockholder hereunder and otherwise to act on behalf Act of such Selling Stockholder in connection with 1933, as amended (the transactions contemplated by this Agreement and the Custody Agreement. (ii) The “Securities held in custody in book entry form for such Selling Stockholder under the Custody Agreement of such Selling Stockholder are subject to the interests Act”), of the Underwriters hereunder; the arrangements made by such Selling Stockholder for such custodyRegistrable Securities, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney of such Selling Stockholder are to that extent irrevocable; the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether, in the case of any individual Selling Stockholder, by the death or incapacity of such Selling Stockholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust or, in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or similar organization, or by the occurrence of any other event; if any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Securities to be sold by such Selling Stockholder hereunder, the Securities to be sold by such Selling Stockholder hereunder shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and of the Custody Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of such Selling Stockholder; the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and actions taken by the Attorneys-in-Fact pursuant related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the Power consequences of Attorney of such Selling Stockholder shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether being named or not being named as a selling stockholder in the Custodian, Registration Statement and the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other eventrelated prospectus.

SELLING STOCKHOLDERS. (i) All The Selling Stockholders will jointly and severally indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Securities information described as such in subsection (c) below and provided, further, that (A) the liability under this Section 7(b) of each Selling Stockholder shall be limited to be sold by an amount equal to the aggregate proceeds, net of underwriting discounts and commissions, to such Selling Stockholder hereunder have been placed in custody in book entry form pursuant to a stock custody agreement relating to such Securities, in from the form heretofore furnished to you (each, a “Custody Agreement”), duly executed and delivered by such Selling Stockholder to Computershare, Inc., as custodian (the “Custodian”), and such Selling Stockholder has duly executed and delivered an irrevocable power of attorney, in the form heretofore furnished to you (each, a “Power of Attorney”), appointing the persons specified therein as attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder at a price per share as determined by negotiations between the Selling Stockholders and the Representatives, to authorize the delivery sale of the Offered Securities to be sold by such Selling Stockholder hereunder and otherwise (B) with respect to act on behalf any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus the indemnity agreement contained in this subsection (b)(i) shall not inure to the benefit of any Underwriter from whom the person asserting any such Selling Stockholder losses, claims, damages or liabilities purchased the Offered Securities concerned, to the extent that a prospectus relating to such Offered Securities was required to be delivered by such Underwriter under the Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the transactions contemplated by fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Offered Securities to such person, a copy of the Prospectus if the Company had previously furnished copies thereof to such Underwriter. Notwithstanding anything herein to the contrary, the Underwriters agree that they shall not seek indemnification under this Agreement Section 7(b)(i) from the Selling Stockholders unless the Underwriters shall first have sought indemnity from the Company under Section 7(a) and the Custody AgreementCompany has not agreed to satisfy such request for indemnification in full within 30 days; provided however, that the Underwriters shall not be required to effect such initial demand upon the Company and wait such 30-day period if it would prejudice their right to indemnification from the Selling Stockholders hereunder. (ii) The Securities held in custody in book entry form for Selling Stockholders will severally indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Underwriter may become subject, under the Custody Agreement Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of such Selling Stockholder or are subject to the interests of the Underwriters hereunder; the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney of such Selling Stockholder are to that extent irrevocable; the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether, in the case based upon any untrue statement or alleged untrue statement of any individual Selling Stockholder, by the death or incapacity of such Selling Stockholder or, material fact contained in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust or, in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or similar organization, or by the occurrence of any other event; if any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Securities to be sold by such Selling Stockholder hereunderRegistration Statement, the Securities to be sold by such Selling Stockholder hereunder shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and of the Custody Agreement of such Selling Stockholder; and actions taken by the Attorneys-in-Fact pursuant to the Power of Attorney of such Selling Stockholder shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-FactProspectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of themor are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, shall have received notice of in each case to the extent but only to the extent that such death, incapacity, termination, dissolution untrue statement or other event.alleged untrue statement or

SELLING STOCKHOLDERS. 1. Prime Security Services TopCo (i) All ML), L.P. 2. Prime Security Services TopCo (XX XX), X.X. The following subsidiaries shall be considered subsidiaries for the purposes of this Agreement: ADT Finance LLC ADT LLC ADT Solar LLC Compass Solar Group, LLC Buildpro, L.L.C. Prime Security Services Borrower, LLC Prime Security Services Holdings, LLC The ADT Security Corporation ADT Puerto Rico, LLC FORM OF LOCK-UP LETTER , 2024 Barclays Capital Inc. Citigroup Global Markets Inc. BTIG, LLC As Representatives of the Securities to be sold by such Selling Stockholder hereunder have been placed in custody in book entry form pursuant to a stock custody agreement relating to such Securitiesseveral Underwriters listed on Schedule I c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx, in New York, New York 10019 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx New York, New York 10013 c/o BTIG, LLC 000 Xxxx Xxxxxx, 9th FL, San Francisco, CA 94104 Ladies and Gentlemen: The undersigned understands that you, as representatives (the form heretofore furnished to you (each, a “Custody AgreementRepresentatives”), duly executed and delivered by such Selling Stockholder propose to Computershare, Inc., as custodian enter into an Underwriting Agreement (the “CustodianUnderwriting Agreement”), and such Selling Stockholder has duly executed and delivered an irrevocable power of attorney, in the form heretofore furnished to you (each) with ADT Inc., a Delaware corporation (the “Power of AttorneyCompany”), appointing ) and the persons specified therein as attorneys-in-fact Selling Stockholders listed on Schedule II to the Underwriting Agreement (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-FactSelling Stockholders”), providing for the public offering (the “Public Offering”) with authority to execute and deliver this Agreement on behalf by the several Underwriters named in Schedule I of such Selling Stockholder at a price the Underwriting Agreement, including the Representatives (collectively, the “Underwriters”), of shares (the “Shares”) of the Common Stock, par value $0.01 per share as determined by negotiations between the Selling Stockholders and the Representatives, to authorize the delivery of the Securities Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder continue their efforts in connection with the transactions contemplated by Public Offering, the undersigned hereby agrees that, without the prior written consent of Barclays Capital Inc., the undersigned will not, during the period commencing on the date of this Agreement lock-up agreement (this “Letter Agreement”) and ending at the Custody Agreement. close of business 60 days after the date of the final prospectus (iisuch period, the “Restricted Period”) The Securities held in custody in book entry form for such Selling Stockholder under the Custody Agreement of such Selling Stockholder are subject relating to the interests Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Underwriters hereunder; Securities Exchange Act of 1934, as amended (the arrangements made “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such Selling Stockholder for such custody, other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and the appointment by such Selling Stockholder regulations of the AttorneysSecurities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-inUp Securities”), (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Fact Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the Power registration of Attorney any shares of such Selling Stockholder are Lock-Up Securities other than any demand for or exercise of rights with respect to that extent irrevocable; the obligations any confidential or non-public submission for registration of such Selling Stockholder hereunder shall not be terminated by operation of law, whetherany Lock-Up Securities (provided that, in the case of any individual Selling Stockholdersuch confidential or non-public submission, by (a) the death undersigned or incapacity the Company shall give Barclays Capital Inc. written notice at least two business days prior to such submission, (b) no public announcement of such Selling Stockholder ordemand or exercise of rights shall be made, (c) no public announcement of such confidential or non-public submission shall be made and (d) no such confidential or non-public submission shall become a publicly available registration statement during the Restricted Period), or (4) publicly disclose the intention to do any of the foregoing. The foregoing sentence shall not apply to: (a) transactions relating to shares of Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Exchange Act or any other public filing or disclosure by or on behalf of the undersigned shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Restricted Period referred to above) in connection with such transfer or distribution; (b) transfers of shares of Lock-Up Securities (i) as a bona fide gift or charitable contribution in a transaction exempt under Section 16(b) of the Exchange Act, (ii) to an immediate family member or a trust for the direct or indirect benefit of the undersigned or such immediate family (as defined below) member of the undersigned, (iii) by will or intestacy, (iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) pursuant to an order of a court or regulatory agency, (vii) by a stockholder that is a trust to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust, or (viii) from an executive officer to the Company or its parent entities upon death, disability or termination of employment, in the each case of an estate or trustsuch executive officer; provided that (x) each donee, by the death or incapacity of any executor transferee or trustee or of the termination of such estate or trust or, (in the case of a partnershiptransfer to a trust) shall sign and deliver a lock-up agreement substantially in the form of this Letter Agreement and (y) such transfer shall not be a disposition for value; (c) if the undersigned is a corporation, corporation partnership or limited liability company, (i) distributions of shares of Lock-Up Securities to partners, limited liability company members, stockholders or holders of similar organization, by interests of the dissolution undersigned (or in each case its nominee or custodian) or (ii) transfers of such partnership, corporation or similar organization, or by the occurrence of any other event; if any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery Lock-Up Securities to affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended); provided that (x) each distributee and transferee shall sign and deliver a lock-up agreement substantially in the form of this Letter Agreement and (y) such distribution or transfer shall not be a disposition for value; (d) transfers of Lock-Up Securities by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; provided that any filing required by Section 16 of the Exchange Act shall indicate in the footnotes thereto that such transfer is being made pursuant to circumstances described in this clause (d) and such shares of Lock-Up Securities remain subject to this Letter Agreement, provided, further, that no other public announcement or filing shall be required or shall be voluntarily made during the Restricted Period; (i) the exercise of stock options solely with cash granted pursuant to equity incentive plans of the Company and its subsidiaries described in the Prospectus, and the receipt by the undersigned from the Company of shares of Lock-Up Securities upon such exercise, and (ii) purchase of restricted stock and the receipt of shares of Lock-Up Securities upon the vesting during the Restricted Period of restricted stock granted pursuant to equity incentive plans of the Company and its subsidiaries or pursuant to other stock purchase arrangements, in each case described in the Prospectus; provided that the underlying shares of Lock-Up Securities shall continue to be subject to the restrictions on transfer set forth in this Letter Agreement; provided, further, that, if required, any public report or filing under Section 16 of the Exchange Act shall indicate in the footnotes thereto that the filing relates to the exercise of a stock option or receipt of restricted stock or shares of Lock-Up Securities upon vesting of restricted stock and that no shares were sold by the reporting person; (f) transfers of shares of Lock-Up Securities to the Company upon the “net” or “cashless” exercise of stock options or other equity awards granted pursuant to equity incentive plans of the Company and its subsidiaries described in the Prospectus, provided that the underlying shares of Lock-Up Securities issued to the undersigned upon such Selling Stockholder hereunderexercise shall continue to be subject to this Letter Agreement; provided, further, if required, any public report or filing under Section 16 of the Exchange Act shall indicate in the footnotes thereto that the filing relates to the “net” or “cashless” exercise of options to purchase shares of Lock-Up Securities for the purpose of exercising such options, including, if applicable, the payment of taxes due as a result of such exercise; (g) forfeitures of shares of Lock-Up Securities to be sold by the Company to satisfy tax withholding requirements of the undersigned or the Company upon the vesting, during the Restricted Period, of equity based awards granted under an equity incentive plan or pursuant to other stock purchase arrangements, in each case described in the Prospectus; provided that, if required, any public report or filing under Section 16 of the Exchange Act shall indicate in the footnotes thereto that the filing relates to the satisfaction of tax withholding requirements in connection with the vesting of such Selling Stockholder hereunder equity-based awards or restricted stock; (h) transfers of shares of Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock after the consummation of the Public Offering, involving a change of control (as defined below) of the Company; provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s shares of Lock-Up Securities shall be delivered remain subject to the provisions of this Letter Agreement; (i) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Lock-Up Securities; provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such Selling Stockholder plan, such announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Restricted Period; (j) transfers to the Company of shares of Lock-Up Securities in accordance connection with the terms and conditions repurchase by the Company from the undersigned of this Agreement and shares of Lock-Up Securities pursuant to a repurchase right arising upon the termination of the Custody Agreement undersigned’s employment with the Company; provided that such repurchase right is pursuant to contractual agreements with the Company; provided, further, that, if required, any public announcement or filing under Section 16 of such Selling Stockholder; and actions taken by the Attorneys-in-Fact Exchange Act shall indicate in the footnotes thereto that the filing related to a transfer made pursuant to the Power of Attorney of such Selling Stockholder circumstances described in this clause (j); provided, further, that no other public announcement or filing shall be required or shall be voluntarily made during the Restricted Period; and (k) [transfers of shares of Lock-Up Securities pursuant to (x) any foreclosure actions under the provisions of the Margin Loan Agreement, dated as valid of October 3, 2019 (as if such deathit may be amended, incapacityrestated, terminationsupplemented or otherwise modified, dissolution refinanced or replaced from time to time), among Prime Security Services TopCo (ML), L.P., a Delaware limited partnership, Prime Security Services TopCo (ML), LLC, a Delaware limited liability company, the Lenders from time to time party thereto and Barclays Bank plc, as Administrative Agent and Calculation Agent, and that certain Guarantee, dated as of October 3, 2019, by Prime Security Services TopCo (XX XX), L.P., a Delaware limited partnership, for the benefit of the Administrative Agent and the Lenders from time to time party to the Margin Loan Agreement; provided, however, that, with respect to this clause (x), the undersigned or the Company, as the case may be, shall provide Barclays Capital Inc. prior written notice during the Restricted Period informing them of any public filing, report or announcement made by or on behalf of the undersigned and/or its affiliates or the Company with respect thereto; and (y) any (i) third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other event had not occurred, regardless arrangements between such third parties (or their affiliates or designees) and the undersigned and/or its affiliates or any similar arrangement relating to a financing arrangement for the benefit of whether or not the Custodian, the Attorneys-in-Factundersigned and/or its affiliates, or (ii) bona fide loan or pledge and/or as a grant or maintenance of a bona fide lien, security interest, pledge or other similar encumbrance (each, a “Pledge”) of any shares of themLock-Up Securities owned by the undersigned and/or its affiliates to a nationally or internationally recognized financial institution in connection with a loan to the undersigned and/or its affiliates; provided that, with respect to this clause (y)(ii), (A) the undersigned and its affiliates shall not Pledge shares of Lock-Up Securities resulting in a loan to value in excess of 50% and (B) the undersigned or the Company, as the case may be, shall have received provide Barclays Capital Inc. prior written notice informing them of such deathany public filing, incapacity, termination, dissolution report or other event.announcement made by or on behalf of the undersigned and/or its affiliates or the Company with respect thereto;]1