Common use of Agreement Not to Offer or Sell Additional Securities Clause in Contracts

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 180th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Cantor (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file lend any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, ADSs, ADRs, or options, rights or warrants to acquire shares of Common Stock Stock, ADSs, ADRs or securities exchangeable or exercisable for or convertible into shares Common Stock, ADSs or ADRs (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock, ADSs, ADRs or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock, ADSs, ADRs or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock, ADSs, ADRs or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Common Stock, ADSs, ADRs or Related Securities (other than as contemplated by this Agreement with respect to the UnitsOffered Securities or a registration statement on Form S-8 or a successor form thereto); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance of restricted transactions contemplated hereby, (B) issue Common Stock, restricted stock units ADSs, ADRs or options to acquire purchase Common Stock Stock, ADSs, ADRs, or issue Securities upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other equity incentive plans as such plans are in existence on the date hereof and, stock plan or arrangement described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Common Stock, ADSs, ADRs or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock, ADSs, ADRs or options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion), (iiC) issuances enter into agreements providing for the issuance by the Company of Common Stock upon the exercise Stock, ADSs, ADRs or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities Related Securities in connection with the acquisition ofby the Company or any of its subsidiaries of the securities, or investment inbusiness, technologies, solutions property or other businessesassets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, and (D) enter into agreements providing for the issuance of Common Stock, ADSs, ADRs or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (C) and (D), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause clauses (iiiC) and (D) shall not exceed 5.05% of the total number of shares of the Common Stock issued and outstanding as of immediately following prior to the completion of the transaction transactions contemplated by this Agreement, and providedprovided further that, furtherin the case of clauses (C) and (D), that all the Company shall cause each recipient of such recipients securities to agree in writing with the Underwriters not to sell, offer, dispose of shares of or otherwise transfer any such Common Stock shall execute and deliver to youStock, on ADSs, ADRs or prior to options during such issuance, a lockLock-up agreement consistent with this Section 3(oPeriod without the prior written consent of Cantor (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement Prospectus, (as the same may be extended as described below, the “Lock-up Period”), ) the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (includingsell, without limitation, any short sale), offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect effective economic disposition of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the UnitsOffered Shares) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may issue shares of its Common Stock or options or other than (i) the issuance of restricted awards to purchase its Common Stock, restricted stock units or options to acquire Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), the Company shall be permitted to file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Company’s equity incentive plan and non-employee benefit plans, qualified director stock option plans or other equity incentive plans plan, as such plans are in existence on the date hereof and, described disclosed in the Disclosure PackageProspectus, (ii) issuances and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or settlement of options or warrants other convertible securities outstanding on the date hereof and disclosed as outstanding in the Prospectus Prospectus. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and (iii) issuances ends on the last day of securities in connection with the acquisition ofLock-up Period, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue issues an earnings release or agree material news or a material event relating to issue the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent agreements described in Section 3(B)(a) with this Section 3(o)prior written notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the The Company will not, without the prior written consent of the Placement Agent Lazard Capital Markets LLC (which consent may be withheld at the Placement Agent’s in its sole discretion)) on behalf of the Underwriters, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, sell any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (includingii) enter into any swap or other arrangement that transfers to another, without limitationin whole or in part, any short sale)of the economic consequences of ownership of the Common Shares, offerwhether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, in cash or otherwise dispose by the Company or any affiliate of the Company or transfer, any person in privity with the Company or announce any affiliate of the offering of, Company or (iii) file any registration statement under with the Securities Act, except for Commission (other than a registration statement on Form S-8 S-8) relating to the Company’s employee benefit plans, in respect of, offering of any shares of Common Stock, options, rights Shares or warrants to acquire shares of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock Shares. The restrictions contained in the preceding paragraph shall terminate on (other than as contemplated by this Agreement with respect to and including) the Units) or publicly announce 90th day after the intention to do any date of the foregoingProspectus (the “Lock-Up Period”), other than and not apply to (ix) the Shares to be sold hereunder, (y) the issuance of restricted Common Stock, restricted stock units Shares or options to acquire securities convertible into Common Stock Shares pursuant to the Company’s any director or employee benefit plans, qualified stock option plans plan, stock ownership plan or other equity incentive plans as such plans are dividend reinvestment plan of the Company in existence on effect at the date hereof and, of the Pricing Prospectus and described in the Disclosure PackagePricing Prospectus so long as none of those shares may be transferred and the Company shall enter stop transfer instructions with its transfer agent and registrar against the transfer of any such Common Shares, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iiiz) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue Common Shares issuable upon the conversion of securities or agree to issue pursuant to this clause (iii) shall not exceed 5.0% the exercise of warrants outstanding at the date of the total number of shares of Common Stock issued Pricing Prospectus and outstanding immediately following described in the completion Pricing Prospectus. Notwithstanding the foregoing, if (A) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the transaction contemplated Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (B) prior to the expiration of the 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 Lock-Up Period, then the restrictions imposed by this Agreementagreement shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company shall promptly notify Lazard Capital Markets LLC of any earnings release, and provided, further, news or event that all such recipients may give rise to an extension of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)the initial 90 day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS, Piper and JPMorgan (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS, Piper and JPMorgan), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the UnitsCommon Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or publicly announce warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the intention to do any of Disclosure Package and the foregoingProspectus, other than (ib) the issuance of restricted Common Stock, restricted stock units or issue options to acquire purchase its Common Stock pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other equity incentive plans as stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such plans options are in existence not exercisable by their terms during the period commencing on the date hereof andand ending on the 90th day following the date of the Prospectus, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition ofsuch period may be extended pursuant to this Section 3(A)(n), or investment in, technologies, solutions or other businesses, provided that (c) file a registration statement on Form S-8 with respect to the aggregate number of shares of Common Stock that subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company may issue issues an earnings release or agree material news or a material event relating to issue pursuant the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of 45 days following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent KCM (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of KCM), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common StockShares, options, rights options or warrants to acquire shares of Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Units) or publicly announce Shares); provided, however, that the intention to do any of the foregoing, other than Company may (i) the issuance of restricted grant Common Stock, restricted stock units Share awards or grant options to acquire purchase Common Stock Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, Equity Compensation Plan described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities issue Units in connection with the Company’s or a Subsidiary’s acquisition ofof properties or interests in the owners of properties, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the total number of shares of Common Stock Company or the Operating Partnership; provided that no securities may be issued and outstanding immediately pursuant to such shelf registration statement during the 45 day period following the completion date of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent RBC and Cantor (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file lend any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, or options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the UnitsOffered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may (A) effect the transactions contemplated hereby and (B) issue Common Stock or agree options to purchase Common Stock or issue Securities upon exercise of options, pursuant to this clause (iii) shall not exceed 5.0% any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the total number stockholders of shares the Company, but only if the holders of such Common Stock issued and outstanding immediately following or options agree in writing with the completion Underwriters not to sell, offer, dispose of the transaction contemplated by this Agreement, and provided, further, that all or otherwise transfer any such recipients of shares of Common Stock shall execute and deliver to you, on or prior to options during such issuance, a lockLock-up agreement consistent with this Section 3(oPeriod without the prior written consent of RBC and Cantor (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Underwriter (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Underwriter), directly or indirectly, sell (includingsell, without limitation, any short sale), offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect effective economic disposition of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Units) Common Shares and the Underwriter's Warrant (as defined)); provided, however, that the Company may issue shares of its Common Stock or publicly announce the intention options or other awards to do any of the foregoing, other than (i) the issuance of restricted purchase its Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus and (iii) issuances Prospectus, but only if the holders of securities in connection with the acquisition ofsuch shares, options warrants, awards, or investment inshares issued upon exercise of such options or warrants, technologiesagree in writing not to sell, solutions offer, dispose of or other businessesotherwise transfer any such shares, provided options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (a) during the period that begins on the aggregate number date that is 15 calendar days plus three business days before the last day of shares the 180-day restricted period and ends on the last day of Common Stock that the 180-day restricted period, the Company may issue issues an earnings release or agree material news or a material event relating to issue the Company occurs; or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent agreements described in Section 6(j) with this Section 3(o)prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)this Agreement, the Company will not, without the prior written consent of the Placement Agent Underwriters (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Underwriter), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock; provided, however, that the Company may: (other than as contemplated by this Agreement with respect to the Units1) or publicly announce the intention to do any issue shares of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of its Common Stock upon the exercise of options, warrants or settlement similar securities outstanding as of options or warrants disclosed as outstanding the date hereof and described in the Time of Sale Prospectus and (iii) issuances or upon the conversion of securities outstanding as of the date hereof; (2) grant options to purchase shares of its Common Stock pursuant to its benefit plans described in the Time of Sale Prospectus, provided that (i) such options do not vest, in whole or in part, during such 90-day period or (ii) the recipients of such grant agrees to be bound by the restrictions described in this Section 3(k); (3) offer, sell, contract to sell or issue shares of Common Stock in connection with the acquisition of, or investment inmerger with, technologies, solutions or other businesses, provided that another company; (4) the aggregate number issuance of shares of its Common Stock that upon conversion of its Notes; (5) the Company may issue filing of a registration statement under the Securities Act or agree an amendment to issue pursuant a registration statement under the Securities Act, in each case, in relation to this clause (iii) shall not exceed 5.0% of the total number of Notes or the shares of its Common Stock issued and outstanding immediately following into which the completion of the transaction contemplated by this AgreementNotes are convertible, and providedprovided that, furtherin each case described in clauses (1) through (3) above, that all such recipients of shares of Common Stock it shall execute and deliver be a pre-condition to you, on or prior to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing to be bound by the terms of a lock-up agreement consistent to the same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit D shall satisfy such condition) and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above. The foregoing restrictions shall not apply to (i) the Common Shares being offered and sold pursuant to the terms of this Section 3(o)Agreement or (ii) transactions by any person other than the Company relating to shares of Common Stock acquired in open market transactions after the completion of the offering of the Common Shares contemplated by this Agreement. It is also understood and agreed that the foregoing shall not preclude the ▇▇▇▇▇▇▇ Water Products, Inc., a subsidiary of the Company, from filing a registration statement on Form S-1 in connection with its proposed initial public offering or offering or selling shares of its Series A common stock in connection therewith. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During For a period of 180 days from the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion), directly or indirectly, sell (including, without limitation, any short sale), offer, sell, assign, transfer, pledge, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, Act or otherwise transfer or dispose of any shares of Common Stock or transfersecurities convertible into or exercisable or exchangeable for shares of Common Stock, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to Stock, without the Units) or publicly announce the intention to do any prior written consent of the foregoingMCF, other than the sale of the Firm Shares hereunder. Notwithstanding anything in the preceding sentence to the contrary, the Company may: (i1) the issuance file a registration statement on Form S-8 and issue shares of restricted Common Stock, restricted stock units Stock or options to acquire purchase Common Stock pursuant to the Company’s employee benefit plansunder any stock option, qualified stock option plans bonus or other equity incentive plans as such plans are in existence stock plan or arrangement existing on the date hereof and, or described in the Disclosure PackageProspectus, but only if the holders of such shares, options or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of MCF; and (ii2) issuances issue shares of Common Stock upon the exercise (or settlement securities convertible into or exercisable or exchange for shares of options Common Stock) in connection with a strategic partnership, joint venture, collaboration, lending or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities similar arrangement, or in connection with the acquisition ofor license by the Company of any business, products or investment in, technologies, solutions or other businesses, provided that (A) such shares or shares into which the aggregate number securities are convertible into or exercisable or exchangeable for (and treating these securities as if converted into or exercised or exchanged for shares of Common Stock) do not exceed 5% of the shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion sale of the transaction contemplated by this AgreementFirm Shares, and provided(B) the transferee shall furnish to the Representatives, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to any such issuancetransfer, a lock-up agreement consistent with this Section 3(o)letter, substantially in the form of Exhibit A hereto. The Company will cause each officer, director and stockholder listed in Schedule III hereto to furnish to the Representatives, prior to the First Closing Date, a letter, substantially in the form of Exhibit A hereto.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering ofof any shares of Common Stock or Related Securities (other than as contemplated by the Transaction Documents with respect to the Offered Securities and the Concurrent Offering with respect to the Shares and Pre-Funded Warrants, including the Warrant Shares); (vii) submit or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsOffered Securities and the Concurrent Offering with respect to the Shares and Pre-Funded Warrants, including the Warrant Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Common Stock; or (ix) publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated the Transaction Documents and the Concurrent Offering, (B) issue and sell shares of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plansOpen Market Sale AgreementSM, qualified stock option plans or other equity incentive plans as such plans are in existence on dated February 4, 2022, by and between the Company and J▇▇▇▇▇▇▇▇, following the earlier to occur of (x) the date hereof and, described that is 30 days following the date of the Prospectus and (y) the date that the Underwriters exercise in full their option to purchase the Disclosure PackageOptional Securities pursuant to Section 2(c), (iiC) issuances issue shares of Common Stock, options to purchase shares of Common Stock or restricted stock, or issue shares of Common Stock upon the exercise or settlement of options or vesting of restricted stock, pursuant to any stock option, stock bonus or other stock plan or any other arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that to the extent the recipient of any such securities (i) is not otherwise subject to a Lock-up Agreement and (ii) is an officer (as defined in Rule 16a-1(f) of the Exchange Act) or director of the Company, such recipient shall deliver a Lock-up Agreement to the Representatives, (D) issue shares of Common Stock pursuant to the conversion of securities or loans or the exercise of warrants disclosed as or pre-funded warrants, which securities, loans or warrants or pre-funded warrants are outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and (iiiE) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of issue shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% the exercise of the total number Pre-Funded Warrants. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of or any securities exchangeable or exercisable for or convertible into shares of Common Stock shall execute and deliver Stock, or to youacquire other securities or rights ultimately exchangeable or exercisable for, on or prior to such issuanceconvertible into, a lock-up agreement consistent with this Section 3(o)shares of Common Stock.

Agreement Not to Offer or Sell Additional Securities. During the a period commencing on and including of ninety (90) days from the date hereof and ending set forth on and including the 90th day following the effective date cover page of the Registration Statement Prospectus (as the same may be extended as described below, the “LockInitial Lockup-up Period”), the Company will not, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion)Representative, directly or indirectly, sell : (including, without limitation, any short sale), i) offer, sell, contract or grant any option to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any share of Common Stock or transfer, any securities convertible into or announce the offering of, exercisable or exchangeable for Common Stock or file any registration statement under the Securities ActAct with respect to any of the foregoing; or (ii) enter into any swap, hedge or any other arrangement that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of the Common Stock, whether any such swap or transaction described in clauses (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except for (A) grants of employee or director stock options or issuances of restricted Common Stock pursuant to the terms of an equity compensation plan in effect on the date hereof, (B) issuances of Common Stock pursuant to the exercise of employee or director stock options outstanding on the date hereof or (C) the filing of a registration statement on Form S-8 under the Securities Act registering the Common Stock issuable pursuant to clauses (A) and (B) above; provided, however, that if (1) during the last 17 days of the Initial Lock-up Period, the Company releases earnings results or publicly announces material news or a material event relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights Company or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect 2) prior to the Units) or publicly announce the intention to do any expiration of the foregoingInitial Lock-up Period, other than (i) the issuance Company announces that it will release earnings results during the 16-day period beginning on the last day of restricted Common Stockthe Initial Lock-up Period, restricted stock units or options to acquire Common Stock pursuant to then in each case the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence Initial Lock-up Period will be extended until the expiration of the 18-day period beginning on the date hereof andof release of the earnings results or the public announcement of the other material news or material event, described as applicable, unless the Representative waives in writing such extension (the Initial Lock-up Period, as extended, the “Lock-up Period”). The Company has obtained agreements substantially in the Disclosure Package, (ii) issuances form of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% Exhibit C hereto from each of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, persons listed on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Exhibit D hereto.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file lend any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, or options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the UnitsOffered Shares or (B) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Packagetransactions contemplated hereby, (iiB) issuances issue shares of Common Stock upon the conversion of convertible notes or the exercise or settlement of options or issued and outstanding warrants disclosed as outstanding described in the Registration Statement, Time of Sale Prospectus and the Prospectus, (iiiC) issuances issue Common Stock or options to purchase Common Stock or issue Securities upon exercise of securities options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in connection the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the acquisition ofapproval of the stockholders of the Company, or investment inand (D) following the 60th day following the date of the Prospectus, technologies, solutions or other businesses, provided that the aggregate number of enter into an agreement establishing an “at-the-market” equity offering program for shares of Common Stock Stock; provided that no shares may be issued under such a program during the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this AgreementLock-up Period, and provided, further, that all each newly appointed director or executive officer that is a recipient of such recipients of shares of Common Stock or options shall execute and deliver enter into a Lock-Up Agreement in the form set forth as Exhibit B hereto with the Underwriters not to yousell, on offer, dispose of or prior to otherwise transfer any such issuance, a lockCommon Stock or options during such Lock-up agreement consistent with this Section 3(oPeriod without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the a period commencing on and including of one hundred eighty (180) days from the date hereof and ending set forth on and including the 90th day following the effective date cover page of the Registration Statement Prospectus (as the same may be extended as described below, the “LockInitial Lockup-up Period”), the Company will not, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion)Representative, directly or indirectly, sell : (including, without limitation, any short sale), i) offer, sell, contract or grant any option to sell, pledge, 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 establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any share of Common Stock or transfer, any securities convertible into or announce the offering of, exercisable or exchangeable for Common Stock or file any registration statement under the Securities ActAct with respect to any of the foregoing; or (ii) enter into any swap, hedge or any other arrangement that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of the Common Stock, whether any such swap or transaction described in clauses (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except for (A) grants of employee or director stock options or issuances of restricted Common Stock pursuant to the terms of an equity compensation plan in effect on the date hereof, (B) issuances of Common Stock pursuant to the exercise of employee or director stock options outstanding on the date hereof and (C) the filing of a registration statement on Form S-8 under the Securities Act registering the Common Stock issuable pursuant to clauses (A) and (B) above; provided, however, that if (1) during the last 17 days of the Initial Lock-up Period, the Company releases earnings results or publicly announces material news or a material event relating to the Company’s employee benefit plansCompany or (2) prior to the expiration of the Initial Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Initial Lock-up Period, then in respect ofeach case the Initial Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement of the other material news or material event, as applicable, unless the Representative waives in writing such extension (the Initial Lock-up Period, as extended, the “Lock-up Period”). The Company has obtained lock-up agreements substantially in the form of EXHIBIT A hereto (the “Lock-up Agreement”) from (i) each person that owns any shares of Common Stock, optionspreferred stock, rights or warrants to acquire shares of options for Common Stock or securities exchangeable or exercisable for or convertible into shares any other capital stock of Common Stock the Company and (ii) each officer, director and stockholder of the Acquired Companies who will become a stockholders in the Company upon consummation of the Pending Acquisitions, other than as contemplated agreed to by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Representative.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file lend any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, or options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the UnitsOffered Shares, (B) with respect to the Registration Statement on Form S-3 (No. 333-234769) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, other than (i) the issuance of restricted Common Stockhowever, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may (A) effect the transactions contemplated hereby and (B) issue Common Stock or agree options to purchase Common Stock or issue Securities upon exercise of options, pursuant to this clause (iii) shall not exceed 5.0% any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the total number of shares of Common Stock issued and outstanding immediately following the completion stockholders of the transaction contemplated by this AgreementCompany, and provided, further, that all each newly appointed director or executive officer that is a recipient of such recipients of shares of Common Stock or options shall execute and deliver enter into a Lock-Up Agreement in the form set forth as Exhibit B hereto with the Underwriters not to yousell, on offer, dispose of or prior to otherwise transfer any such issuance, a lockCommon Stock or options during such Lock-up agreement consistent with this Section 3(oPeriod without the prior written consent of the Representatives (which consent may be withheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of one hundred twenty (120) days following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent JMP (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly, sell sell, offer to sell, contract to sell, or grant any option for the sale (including, including without limitation, limitation any short sale), offer, contract or grant any option to sellsecurity in, pledge, transfer or hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common StockStock of the Company or securities convertible into, optionsexchangeable, rights or warrants to acquire shares of exercisable for Common Stock or any securities exchangeable that relates to or exercisable for or convertible into shares derives any significant part of Common Stock its value from the Securities (other than as contemplated by this Agreement with respect to defined in Exhibit D (the Units“Form of Company Lock-up Agreement”) or publicly announce attached hereto); provided, however, that the intention to do any of the foregoing, other than Company may issue (i) the issuance of restricted Common Stock, restricted stock units or options to acquire purchase its Common Stock pursuant to the Company’s employee benefit plans, qualified any stock option plans plan, stock bonus, or other equity incentive plans as such plans are in existence on stock plan or arrangement approved by the date hereof and, Board of Directors of the Company and described in the Disclosure PackageProspectus, or (ii) issuances of Common Stock upon the exercise or settlement of such options or warrants disclosed as outstanding described in clause (i). Furthermore, in the Prospectus and event of a Partnership Distribution (iii) issuances of securities as defined in connection with the acquisition ofSection 3(B)(a)(iv)), or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue shall take all reasonably necessary and proper actions to effectuate the agreements set forth in Section 3(B)(a) (“Agreement Not to Offer or agree to issue pursuant to this clause (iiiSell Additional Securities”) shall not exceed 5.0% herein and ensure that each of the total number of shares of Common Stock issued and outstanding immediately following the completion Partners of the transaction contemplated by this AgreementSelling Shareholder are bound by, and provided, further, that all such recipients the Securities (as defined in Exhibit D (the “Form of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lockCompany Lock-up agreement consistent with this Agreement”) attached hereto) as held, directly or indirectly, by each of the Partners of the Selling Shareholder upon a Partnership Distribution remain subject to, the terms set forth in Section 3(o)3(B)(a) (“Agreement Not to Offer or Sell Additional Securities”) herein.

Agreement Not to Offer or Sell Additional Securities. (I) During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Representative (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file lend any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, or options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the UnitsSecurities or (B) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Packagetransactions contemplated hereby, (iiB) issuances issue shares of Common Stock upon the conversion of convertible notes or the exercise or settlement of options or issued and outstanding warrants disclosed as outstanding described in the Registration Statement, Time of Sale Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businessesProspectus, provided that such securities have not been amended since the aggregate date of this Agreement to increase the number of shares such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, and (C) issue Common Stock that the Company may or options to purchase Common Stock or issue or agree to issue Securities upon exercise of options, pursuant to this clause (iii) shall not exceed 5.0% any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the total number of shares of Common Stock issued and outstanding immediately following the completion stockholders of the transaction contemplated by this AgreementCompany, and provided, further, that all each newly appointed director or executive officer that is a recipient of such recipients Common Stock or options shall enter into a Lock-Up Agreement in the form set forth as Exhibit D hereto with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-up Period without the prior written consent of PSC (which consent may be withheld in its sole discretion). (II) From the date hereof until the first anniversary of the First Closing Date, without the prior written consent of the Representative, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Notwithstanding the foregoing, the Company may enter into and effect sales pursuant to an at–the-market offering facility following the Lock-Up Period. The Representative shall execute and deliver be entitled to you, on or prior obtain injunctive relief against the Company to preclude any such issuance, a lock-up agreement consistent with this Section 3(o)which remedy shall be in addition to any right to collect damages.

Agreement Not to Offer or Sell Additional Securities. (I) During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Representative (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, transfer contract to sell or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file lend any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, or options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Units) Securities or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(oB).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent R▇▇▇▇▇▇ J▇▇▇▇ (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Shares or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Shares or Related Securities; (iv) in any other way transfer or dispose of any Common Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Shares or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act or prospectus in Canada under applicable securities laws in respect of, of any shares of Common Stock, options, rights Shares or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities and Warrant Shares); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby; (B) issue Common Shares or options to purchase Common Shares or restricted stock units or similar equity securities, or issue Common Shares upon exercise of restricted Common Stockoptions, restricted stock units or options to acquire Common Stock similar equity securities, pursuant to any options, share bonus or other share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) issue Common Shares upon the exercise of outstanding warrants, convertible debentures and other outstanding instruments convertible into or exercisable or exchangeable for Common Shares; (D) file a registration statement on Form S-8; (E) issue or sell Common Shares or Related Securities to a third party as part of a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, a marketing or distribution arrangement, a collaboration agreement or license of intellectual property, or the acquisition or license by the Company of securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (E), such Common Shares shall not in the aggregate exceed 10% of the Company’s employee benefit plansoutstanding Common Shares after giving effect to the sale of the Securities contemplated by this Agreement; (F) issue Common Shares or Related Securities in connection with the settlement of any litigation, qualified stock option plans claims or other equity incentive plans disputes, or in satisfaction of any judgments or other awards, in each case as such plans are described in existence the Registration Statement, the Time of Sale Prospectus and the Prospectus, as agreed to by the Company and R▇▇▇▇▇▇ J▇▇▇▇ on the date hereof andhereof; (G) offer, described in the Disclosure Packagegrant, (ii) issuances of issue or sell Common Stock upon the exercise Shares, Related Securities or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of debt securities in connection with the acquisition ofrefinancing or an amendment to the terms of the Company’s outstanding debt to K2 HealthVentures LLC; provided, or investment inhowever, technologiesthat in the case of clause (G), solutions or other businesses, provided that such Common Shares shall not in the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.05% of the total number of shares of Company’s outstanding Common Stock issued and outstanding immediately following Shares after giving effect to the completion sale of the transaction Securities contemplated by this Agreement; (H) issue Common Shares and Related Securities pursuant to the Concurrent Registered Direct Offering; and (I) issue Common Shares and Related Securities under that certain Open Market Sale AgreementSM, dated August 26, 2022, by and providedbetween the Company and J▇▇▇▇▇▇▇▇ LLC. For purposes of the foregoing, further“Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, that all such recipients of shares of or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Shares.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (Other than as the same may be extended as described belowcontemplated by this Agreement, the “Lock-up Period”), the Company such Selling Stockholder will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under the Exchange Act) by this Agreement with respect to the Units) such Selling Stockholder, or publicly announce the such Selling Stockholder’s intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence for a period commencing on the date hereof andand continuing through the close of trading on the date 21 days after the date of the Prospectus. The foregoing restrictions shall not apply to (A) transfers by way of testate or intestate succession or by operation of law, described (B) transfers to members of the immediate family of such Selling Stockholder or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by such Selling Stockholder or by a member of such Selling Stockholder’s immediate family, (C) transfers to charitable organizations, (D) if such Selling Stockholder is a corporation, partnership, limited liability company or similar entity, transfers to the stockholders, partners, members or similar persons of such Selling Stockholder and (E) the exercise of stock options pursuant to employee stock option plans existing on the date hereof; provided that in each case of a transfer pursuant to clauses (A) — (D), or an exercise of any option pursuant to clause (E), of this sentence, the transferee (or the Selling Stockholder as the optionee in the Disclosure Package, (ii) issuances case of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iiiE)) shall not exceed 5.0% of have agreed to be bound by the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, restrictions on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)transfer described herein.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by this Agreement with respect to the Units) undersigned, or publicly announce the undersigned’s intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence for a period commencing on the date hereof and, described and continuing through the close of trading on the date 90 days after the date of the Prospectus. The foregoing sentence shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in open market transactions after completion of the Disclosure PackageOffering, (ii) issuances the transfer of any or all of the shares of Common Stock upon owned by any Selling Stockholder, either during his lifetime or on death, by gift, will or intestate succession to the exercise immediate family of such Selling Stockholder or settlement to a trust the beneficiaries of options which are exclusively the Selling Stockholder and/or a member or warrants disclosed as outstanding in the Prospectus and members of his immediate family, (iii) issuances the transfer of securities any or all of the shares of Common Stock to any direct or indirect affiliates of the Selling Stockholder (as defined in Rule 405 under the Securities Act) or (iv) if the Selling Stockholder is a corporation, partnership or other business entity, (a) in connection with the acquisition ofmerger, or investment in, technologies, solutions sale or other businessesbona fide transfer in a single transaction of all or substantially all of such Selling Stockholder’s assets not undertaken for the purposes of avoiding restrictions imposed hereby or (b) as part of a distribution without consideration from such Selling Stockholder to its equity holders on a pro rata basis; provided, provided however, that in the aggregate number case of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (ii), (iii) and (iv), it shall be a condition precedent to such transfer that the transferee executes and delivers to Banc of America Securities LLC and Credit Suisse First Boston LLC an agreement stating that the transferee is receiving and holding the Common Stock subject to the provisions of this Section 3(B)(a), and there shall be no further transfer of such Common Stock except in accordance with this Section. This Section 3(B)(a) (including, without limitation, the foregoing two sentences) is not intended to, and shall not exceed 5.0% be deemed to, apply to any exercise of warrants or options or to any sale of securities to the Underwriters, in each case as contemplated in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the total number of shares of Common Stock issued and outstanding immediately following 90-day restricted period the completion Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the transaction contemplated 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement, and provided, further, that all such recipients Section 3(B)(a) shall continue to apply until the expiration of shares the 18-day period beginning on the issuance of Common Stock shall execute and deliver to you, on the earnings release or prior to such issuance, a lock-up agreement consistent with this Section 3(o)the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During For a period of 90 days after the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will notnot (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or any other Company securities, or sell or grant options, rights or warrants with respect to any such shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other securities (other than the grant of options pursuant to option plans existing on the date hereof), (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Common Stock or other securities, whether any such transaction described in in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of the Placement Agent Representative. The foregoing restriction shall not apply to (which consent may a) the Offered Shares to be withheld at the Placement Agent’s sole discretion), directly or indirectly, sell sold hereunder; (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(hb) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for Common Stock or convertible into other securities required to be issued pursuant to contractual obligations of the Company in effect as of the date of this Agreement; or (c) shares of Common Stock (other than or any securities convertible into or exercisable or exchangeable for Common Stock issued pursuant to employee benefit or purchase plans in effect as contemplated by of the date of this Agreement with respect or pursuant to the Units) bona fide employee benefit or publicly announce the intention to do any of purchase plans established during this period. Notwithstanding the foregoing, other than if (i1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of restricted Common Stock, restricted stock units the earnings release or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% occurrence of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During The Company shall refrain during a period of 60 days from the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company will notFinal Offering Memorandum, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion)Representative, from, directly or indirectly, sell (includingi) offering, without limitationpledging, any short sale)selling, offer, contract or grant any option contracting to sell, pledgeselling any option or contract to purchase, transfer purchasing any option or establish an open “put equivalent position” within contract to sell, granting any option for the meaning of Rule 16a-1(h) under the Exchange Actsale of, or otherwise dispose disposing of or transfertransferring (or entering into any transaction or device which is designed to, or announce reasonably could be expected to, result in the offering disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including units of limited partnership interest in Caplease, LP) or such securities, or file filing any registration statement under the Securities ActAct with respect to any of the foregoing, except for or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock or such other securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (other than as contemplated by this Agreement and the Registration Rights Agreement with respect to the Conversion Shares); provided, however, that the Company may (A) issue securities pursuant to the Company’s 2004 Stock Incentive Plan, as it may be amended and restated from time to time, (B) file or amend a registration statement on Form S-8 relating to the Company’s employee benefit plans2004 Stock Incentive Plan, in respect ofas it may be amended and restated from time to time, any (C) issue shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plansexisting dividend reinvestment and stock purchase plan, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iiiD) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of issue shares of Common Stock that or options, warrants or convertible securities (including units of limited partnership interest in Caplease, LP) as consideration in a bona fide merger or acquisition transaction by the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Company.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act, ) or otherwise dispose of liquidate or transfer, or announce the offering of, or file decrease any registration statement “call equivalent position” (as defined in Rule 16a-1(b) under the Securities Exchange Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, ) of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable Related Securities; (iii) pledge, hypothecate or exercisable for or convertible into grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the UnitsOffered Shares and the Concurrent Offering with respect to the Convertible Notes); (vii) submit or file any registration statement under the Securities Act in respect of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and Warrant Shares, and the Concurrent Offering with respect to the Convertible Notes); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Common Stock; or (ix) publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated this Agreement and the Concurrent Offering, (B) issue and sell shares of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plansOpen Market Sale AgreementSM, qualified stock option plans or other equity incentive plans as such plans are in existence on dated February 4, 2022, by and between the Company and J▇▇▇▇▇▇▇▇, following the earlier to occur of (x) the date hereof and, described that is 30 days following the date of the Prospectus and (y) the date that the Underwriters exercise in full their option to purchase the Disclosure PackageOptional Securities pursuant to Section 2(c), (iiC) issuances issue shares of Common Stock, options to purchase shares of Common Stock or restricted stock, or issue shares of Common Stock upon the exercise or settlement of options or vesting of restricted stock, pursuant to any stock option, stock bonus or other stock plan or any other arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that to the extent the recipient of any such securities (i) is not otherwise subject to a Lock-up Agreement and (ii) is an officer (as defined in Rule 16a-1(f) of the Exchange Act) or director of the Company, such recipient shall deliver a Lock-up Agreement to the Representatives, (D) issue shares of Common Stock pursuant to the conversion of securities or loans or the exercise of warrants disclosed as or pre-funded warrants, which securities, loans or warrants or pre-funded warrants are outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and (iiiE) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of issue shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% the exercise of the total number Pre-Funded Warrants. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of or any securities exchangeable or exercisable for or convertible into shares of Common Stock shall execute and deliver Stock, or to youacquire other securities or rights ultimately exchangeable or exercisable for, on or prior to such issuanceconvertible into, a lock-up agreement consistent with this Section 3(o)shares of Common Stock.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Effective Date, the Company will shall not, without the prior written consent of the Placement Agent Purchaser (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Ordinary Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a 1(b) under the Exchange Act) of the Ordinary Shares or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any Ordinary Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Ordinary Shares or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities; (other than as contemplated by this Agreement with respect to the Unitsvii) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, and (B) issue Ordinary Shares or options to purchase Ordinary Shares, or issue Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the SEC Reports and ASX Announcements; or (viii) prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than the Registration Statement, any registration statement or post-effective amendment to a registration statement (ior supplement thereto) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant relating to the Company’s employee benefit plansplans registered on Form S-8 or, qualified stock option plans or other equity incentive plans as in connection with an acquisition, on Form S-4. For the avoidance of doubt, the Company shall not be prohibited from preparing and filing with the SEC a registration statement relating to an offering of Ordinary Shares by existing stockholders of the Company under the Securities Act pursuant to the terms of registration rights held by such plans are in existence on stockholders. For purposes of the date hereof andforegoing, described in the Disclosure Package“Related Securities” shall mean any ADSs, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of or other rights to acquire Ordinary Shares or any securities in connection with the acquisition ofexchangeable or exercisable for or convertible into Ordinary Shares, including but not limited to ADSs, or investment into acquire other securities or rights ultimately exchangeable or exercisable for, technologiesor convertible into, solutions Ordinary Shares or other businesses, provided that ADSs. This Section 6.8 does not apply to or in any way restrict the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Excepted Issue.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of BAS), directly or indirectly, sell sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any short sale)Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any an registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of Common Shares). Notwithstanding the foregoing, other than if (ix) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted Common Stock, restricted stock units or options to acquire Common Stock period pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, lockup letters described in the Disclosure Package, (iiSection 6(i) issuances with prior notice of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided any such announcement that the aggregate number of shares of Common Stock that the Company may issue or agree gives rise to issue pursuant to this clause (iii) shall not exceed 5.0% an extension of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company shall not issue any new shares of Common Stock, and each of the Company and ▇▇▇▇▇▇ Industries will not, without the prior written consent of the Placement Agent each of Banc of America Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of Banc of America Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, respectively), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for Act (other than the filing of a registration statement on Form S-8 relating for the registration of shares of Common Stock pursuant to the Company’s employee benefit plans, plans described in the Prospectus) in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock; provided, however, that: (other than as contemplated by this Agreement with respect to the Units1) or publicly announce the intention to do any ▇▇▇▇▇▇ Industries may convert shares of the foregoing, other than (i) the issuance of restricted Company’s Series B Common Stock, restricted stock units or options to acquire par value $.01 per share, into shares of Common Stock pursuant to Stock; (2) the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances Company may issue shares of its Common Stock upon the exercise of options, warrants or settlement similar securities outstanding as of options or warrants disclosed as outstanding the date hereof and described in the Prospectus and (iii) issuances or upon the conversion of securities outstanding as of the date hereof; (3) the Company may grant shares of its Common Stock or options to purchase shares of its Common Stock pursuant to its benefit plans described in the Prospectus, provided that (i) such options do not vest, in whole or in part, during such 180-day period or (ii) the recipients of such grant agrees to be bound by the restrictions described in this Section 3(m); (4) the Company may offer, sell, contract to sell or issue shares of Common Stock in connection with the acquisition of, or investment inmerger with, technologies, solutions or other businessesanother company, provided that the aggregate number recipients of such common stock agrees to be bound by the restrictions described in this paragraph for the remainder of such 180-day period; (5) the Company may acquire shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following in open market transactions after the completion of the transaction offering of Shares contemplated by this AgreementAgreement and reissue such acquired shares to its employees pursuant to its 2006 Employee Stock Purchase Plan described in the Prospectus, and providedprovided that, furtherin each case described in clauses (1) through (3) above, that all such recipients of shares of Common Stock it shall execute and deliver be a pre-condition to you, on or prior to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing to be bound by the terms of a lock-up agreement consistent to the same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit C shall satisfy such condition) and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above. The foregoing restrictions shall not apply to (i) the Common Shares being offered and sold pursuant to the terms of this Section 3(o)Agreement or (ii) transactions by any person other than the Company or ▇▇▇▇▇▇ Industries relating to shares of Common Stock acquired in open market transactions after the completion of the offering of Shares contemplated by this Agreement.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Piper and BAS (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of Piper and BAS), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the UnitsCommon Shares); provided, however, that the Company may (a) issue shares of its Common Stock or publicly announce options to purchase its Common Stock, or Common Stock upon exercise of options or warrants, pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described in the intention to do any of the foregoingProspectus, other than but only if (i) the issuance holders of restricted Common Stocksuch warrants, restricted stock units shares, options, or shares issued upon exercise of such warrants or options to acquire Common Stock pursuant to have executed a lock up agreement in the Company’s employee benefit plansform of Exhibit E hereto or (ii) such warrants, qualified stock option plans shares, options or other equity incentive plans as shares issued upon exercise of such plans warrants or options are in existence not exercisable by their terms during the period commencing on the date hereof andand ending on the 180th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3A(l), or (b) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure PackageProspectus, or (iic) issuances issue shares of its Common Stock upon or options to purchase its Common Stock to the exercise or settlement of options or warrants disclosed as outstanding in extent the Prospectus and (iii) issuances of securities Company is required to do so in connection with the acquisition oftransactions contemplated by each of the Note Contribution and Exchange Agreement, dated as of April 4, 2005 (filed as Exhibit 2.3 to the Registration Statement) and the Agreement and Plan of Merger, dated as of April 4, 2005 (filed as Exhibit 2.1 to the Registration Statement). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or investment in(y) prior to the expiration of the 180-day restricted period, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause (iii) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Jefferies and BMO (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (including, without limitation, “Share Capital”) or Related Securities (as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a‑1(b) under the Exchange Act) of any Share Capital or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Share Capital or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights Share Capital or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsOffered Securities); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby, (B) issue Share Capital of restricted Common Stock, restricted stock units the Company or options to acquire Common Stock purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of options, pursuant to the Company’s employee benefit plansany share option, qualified stock option plans share bonus or other equity incentive plans as such plans are in existence on the date hereof and, or employee share purchase plan described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such capital stock or options during such Lock-up Period without the prior written consent of Jefferies and BMO (which consent may be withheld in their sole discretion), (iiC) issuances issue Share Capital of Common Stock upon the exercise Company in connection with any joint venture, commercial or settlement collaborative relationship or the acquisition or license by the Company of options the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition, provided, however, in the case of this clause (C), (x) such Share Capital shall not in the aggregate exceed 7.5% of the number of Ordinary Shares outstanding immediately prior to giving effect to such issuance and (y) the recipients thereof provide to the Representatives a Lock-Up Agreement, (D) issue Ordinary Shares and warrants disclosed in a private placement to ▇. ▇▇▇▇▇ Dermatology Ltd. as outstanding described in the Prospectus (including the underlying Ordinary Shares upon exercise such warrants) and (iiiE) issuances of securities issue Warrant Shares in connection with the acquisition ofexercise of the Offered Warrants. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or investment into acquire other securities or rights ultimately exchangeable or exercisable for, technologiesor convertible into, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% Share Capital of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Company.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Underwriter (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Underwriter), directly or indirectly, sell (includingsell, without limitation, any short sale), offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect effective economic disposition of, any shares of Common Stock, options, rights options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Units) Common Shares and the Underwriter’s Warrant (as defined)); provided, however, that the Company may issue shares of its Common Stock or publicly announce the intention options or other awards to do any of the foregoing, other than (i) the issuance of restricted purchase its Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise of options, warrants or settlement convertible securities, pursuant to any stock option, stock bonus or other incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants disclosed as outstanding during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding restrictions set forth above in the Prospectus and (iii) issuances Section 3(m), the Company shall be permitted to file a resale registration statement in compliance with existing agreements of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided Company that the aggregate number of require such filing respecting shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% issuable upon conversion of the total number Company’s 12% Convertible Promissory Notes, upon exercise of shares of Common Stock warrants issued in connection therewith and other outstanding immediately following warrants (including the completion of the transaction contemplated by this AgreementUnderwriter’s Warrant (as defined below)), and providedupon conversion by existing holders of other convertible notes who entered into note conversion agreements and addenda thereto. The filing of such resale registration statement shall in not act as a waiver of, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a in any way affect the Company’s or the Underwriter’s rights under written lock-up agreement consistent agreements. Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Underwriter waives such extension. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with this Section 3(o)prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of 60 days (“Lock-Up Period”) following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representative (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representative), directly or indirectly, sell (including, without limitation, any short sale), i) offer, pledge, sell, contract or to sell, grant any option to sell, pledgesell any option or contract to purchase, transfer purchase any option or contract to sell, grant any option, right or warrant to purchase or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, any Preferred Shares or announce the offering of, any preferred shares ranking on par with or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating senior to the Company’s employee benefit plans, in respect of, Preferred Shares or any shares of Common Stock, options, rights options or warrants to acquire shares of Common Stock Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares of Common Stock ranking on par with or senior to the Preferred Shares (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure PackageShares), (ii) issuances enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of Common Stock upon ownership of the exercise Preferred Shares or settlement such parity or senior preferred shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Preferred Shares, such parity or senior preferred shares, in cash or otherwise, or (iii) announce the offering of, or file or cause to be filed any registration statement under the Securities Act with respect to, any Preferred Shares or any preferred shares ranking on par with or senior to the Preferred Shares or any options or warrants disclosed as outstanding in to acquire Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Prospectus and Preferred Shares, except (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant respect to this clause (iii)) for the filing of a “universal” shelf registration statement on Form S-3 and any amendments thereto, provided, that the Company shall otherwise remain subject to the restrictions set forth in this Section 3(l) during the Lock-Up Period with respect to the offer, sale or issuance of any Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Preferred Shares registered thereunder. The foregoing sentence shall not apply to the Shares to be sold hereunder. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this clause (l) shall not exceed 5.0% continue to apply until the expiration of the total number of shares of Common Stock issued and outstanding immediately following 18-day period beginning on the completion issuance of the transaction contemplated by this Agreement, and provided, further, that all such recipients earnings release or the occurrence of shares of Common Stock shall execute and deliver to you, on the material news or prior to such issuance, a lock-up agreement consistent with this Section 3(o)material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 120th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Canaccord (which consent may be withheld at the Placement Agent’s in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any shares of Common Stock or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities or, with respect to registration statements filed by the Company with the Commission prior to the date hereof, any amendments to such previously-filed registration statements, provided, however, that no such amendment may increase the amount or number of shares registered on such registration statements); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the transactions contemplated hereby, including the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure PackageWarrant Shares, (iiB) issuances of Common Stock upon the exercise file one or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of more registration statements on Form S-8 to register shares of Common Stock that the Company may issue in connection with stock option, stock bonus or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on other stock plan or prior to such issuance, a lock-up agreement consistent with this Section 3(o).arrangement described

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, Act (except for (a) a registration statement on Form S-8 relating to the Company’s employee benefit plans, plans and (b) post-effective amendments to the Company’s existing registration statements as may be necessary to update the prospectus contained therein pursuant to Rule 10(a)(3) under the Securities Act and the Securities Act Regulations and maintain their effectiveness under the Securities Act) in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the UnitsShares) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants or the conversion of convertible securities, in each case, as disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company and its subsidiaries will not, without the prior written consent of the Placement Agent (which consent may be withheld at Representatives and the Placement Agent’s sole discretion)Borrowers, directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any (A) debt securities convertible into Common Stock, (B) shares of Common Stock, options, rights (C) options or warrants to acquire shares of the Common Stock or (D) securities exchangeable or exercisable for or convertible into debt securities convertible into Common Stock or shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce Shares and the intention transactions pursuant to do any of the foregoingShare Lending Agreement); provided, other than however, that the Company may (i) the issuance file a registration statement on Form S-8, (ii) issue shares of restricted Common Stock, restricted stock units or options to acquire its Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure PackageShare Lending Agreements, (iiiii) issuances enter into and consummate the Hedge Transactions, (iii) issue shares of its Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding described in the Prospectus and (iiiiv) issuances issue shares of securities its Common Stock or options to purchase its Common Stock upon exercise of options, in connection with each case pursuant to any stock option, stock bonus or other stock plan or arrangement currently in effect described in the acquisition ofProspectus, but only if the holders of such shares, options, or investment inshares issued upon exercise of such options or warrants, technologiesagree in writing not to sell, solutions offer, dispose of or other businessesotherwise transfer any such shares or options during such 90-day period without the prior written consent of the Representatives and the Borrowers (which consent may be withheld at the sole discretion of the Representatives and the Borrowers), provided that subject to the aggregate number exceptions contained in the Lock-Up Agreement (as defined below). Notwithstanding the foregoing, if (x) during the last 17 days of shares of Common Stock that the 90-day restricted period, the Company may issue issues an earnings release, or agree (y) prior to issue the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release. The Company will provide the Representatives and the Borrowers and any co-managers and each individual subject to the restricted period pursuant to this clause (iiithe lockup letters described in Section 5(j) shall not exceed 5.0% with prior notice of any such announcement that gives rise to an extension of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)restricted period.

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “Lock-up Up Period”), the Company will not, without the prior written consent of the Placement Agent ▇▇▇▇▇▇▇▇▇▇ (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act under applicable securities laws in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities, or issue shares of Common StockStock upon exercise of options, restricted stock units or options to acquire Common Stock similar equity securities, pursuant to the Company’s employee benefit plansany options, qualified stock option plans share bonus or other equity share plan or arrangement pursuant to an incentive plans as such plans are plan in existence effect on the date hereof and, and described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus; (iiC) issuances file a registration statement on Form S-8 in respect of the issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Stock upon the exercise of an option or settlement warrant or upon the conversion of options or warrants disclosed as a convertible security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (iiiE) issuances issue any shares of capital stock of the Company or securities convertible into shares of capital stock of the Company that are issued as consideration in connection with an acquisition, merger or similar strategic transaction approved by a majority of the acquisition of, or investment in, technologies, solutions or other businessesdisinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the aggregate number filing of any registration statement in connection therewith within ninety (90) days after the date of this Agreement, and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (F) issue the Underwriter Warrants and the shares of Common Stock that issuable upon the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% exercise of such Underwriter Warrants. For purposes of the total number of shares of foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreementor any securities exchangeable or exercisable for or convertible into Common Stock, and providedor to acquire other securities or rights ultimately exchangeable or exercisable for, furtheror convertible into, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Stock.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Jefferies (which consent may be withheld at the Placement Agent’s in its sole discretion): (i) sell, offer to sell, contract to sell, lend or in any way transfer or dispose of any Common Stock or Related Securities (as defined below), directly or indirectly, sell ; (including, without limitation, ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise dispose grant any security interest in any Common Stock or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or transferRelated Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of, of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (vii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the transactions contemplated hereby and by the Indenture (including, without limitation, the issuance of restricted the Conversion Shares upon conversion of the Securities), (B) issue Common Stock or options to purchase Common Stock, restricted stock units or issue Common Stock upon exercise of any options to acquire purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (C) issue Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence terms of any securities of the Company outstanding on the date hereof andand any indentures governing such securities, (D) file a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure PackageRegistration Statement, (ii) issuances the Time of Common Stock upon the exercise Sale Prospectus or settlement of options or warrants disclosed as outstanding in the Prospectus and (iiiE) issuances file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to such forms, related to any Common Stock or any other of our equity securities issuable in connection with the any merger, acquisition of, or investment in, technologies, solutions or other businessesbusiness combination, provided that the aggregate number three days’ advance notice of shares of Common Stock that the Company may issue or agree such filing is provided to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, Jefferies and provided, further, that all such recipients the aggregate amount of shares of any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (F) shall execute and deliver not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to youacquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, on or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a material event relating to the Company, or (ii) prior to the expiration of such issuanceperiod, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up agreement consistent with this Section 3(o)Period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Jefferies (which consent may be withheld at the Placement Agent’s in its sole discretion): (i) sell, offer to sell, contract to sell, lend or in any way transfer or dispose of any Common Stock or Related Securities (as defined below), directly or indirectly, sell ; (including, without limitation, ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise dispose grant any security interest in any Common Stock or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or transferRelated Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of, of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (vii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the transactions contemplated hereby and by the Indenture (including, without limitation, the issuance of restricted the Conversion Shares upon conversion of the Securities), (B) effect the transactions contemplated by the Share Lending Agreement (including, without limitation, the issuance of the Borrowed Shares), (C) issue Common Stock or options to purchase Common Stock, restricted stock units or issue Common Stock upon exercise of any options to acquire purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (D) issue Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence terms of any securities of the Company outstanding on the date hereof andand any indentures governing such securities, (E) file a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus or the Prospectus, and (iiF) issuances of file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to such forms, related to any Common Stock upon the exercise or settlement any other of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of our equity securities issuable in connection with the any merger, acquisition of, or investment in, technologies, solutions or other businessesbusiness combination, provided that the aggregate number three days’ advance notice of shares of Common Stock that the Company may issue or agree such filing is provided to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, Jefferies and provided, further, that all such recipients the aggregate amount of shares of any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (F) shall execute and deliver not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to youacquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, on or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a material event relating to the Company, or (ii) prior to the expiration of such issuanceperiod, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up agreement consistent with this Section 3(o)Period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on and including the 90th day of 60 days following the effective date of the Registration Statement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Placement Agent Representatives (which consent may be withheld at the Placement Agent’s sole discretiondiscretion of the Representatives), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, any shares of Common StockShares, options, rights options or warrants to acquire shares of Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Units) or publicly announce Shares); provided, however, that the intention to do any of the foregoing, other than Company may (i) the issuance of restricted grant Common Stock, restricted stock units Share awards or grant options to acquire purchase Common Stock Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Company’s employee benefit plans, qualified stock option equity compensation plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 60 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), (ii) issuances of issue Common Shares pursuant to the Company’s Employee Stock upon Purchase Plan as in effect on the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and date hereof, (iii) issuances of securities issue Units in connection with the Company’s or a Subsidiary’s acquisition ofof properties or interests in the owners of properties and issue Common Shares upon redemption of such Units, or investment in(iv) file a redemption and/or resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, technologies, solutions or other businesses, provided that and (v) file a registration statement on Form S-8 under the aggregate number of shares Securities Act with respect to the registration of Common Stock that Shares to be issued under the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% of Equity Compensation Plans described in the total number of shares of Common Stock issued Registration Statement, the General Disclosure Package and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(o)Prospectus.

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (the “Standstill Period”), as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent ▇▇▇▇▇▇▇▇▇▇ (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act under applicable securities laws in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities, or issue shares of Common StockStock upon exercise of options, restricted stock units or options similar equity securities to acquire Common Stock employees, officers or directors of the Company, pursuant to the Company’s employee benefit plansany options, qualified stock option plans share bonus or other equity share plan or arrangement pursuant to an incentive plans as such plans are plan in existence effect on the date hereof and, and described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus; (iiC) issuances file a registration statement on Form S-8 in respect of the issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Stock upon the exercise of an option or settlement warrant or upon the conversion of options or warrants disclosed as a convertible security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businessesProspectus, provided that such securities have not been amended since the aggregate date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities; and (E) issue any shares of Common Stock that capital stock of the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% securities convertible into shares of capital stock of the total number of shares of Common Stock Company that are issued and outstanding immediately following the completion as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the transaction contemplated by disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within sixty (60) days after the date of this Agreement, and providedprovided that any such issuance shall only be to a person (or to the equity holders of a person) which is, furtheritself or through its Subsidiaries, that all such recipients an operating company or an owner of shares an asset in a business synergistic with the business of Common Stock the Company and shall execute and deliver provide to youthe Company additional benefits in addition to the investment of funds, on but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or prior to such issuance, a lock-up agreement consistent with this Section 3(o).an entity whose primary business is investing in securities. For purposes of the

Agreement Not to Offer or Sell Additional Securities. During a period of three hundred sixty (360) days from the period commencing on and including the date hereof and ending on and including the 90th day following the effective date of the Registration Statement Prospectus (as the same may be extended as described below, the “LockInitial Lockup-up Period”), the Company will not, without the prior written consent of the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion)Representatives, directly or indirectly, sell (including, without limitation, any short sale), i) offer, pledge, sell, contract or grant any option to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any share of Common Stock or transfer, any securities convertible into or announce the offering of, exercisable or exchangeable for Common Stock or file any registration statement under the Securities ActAct with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, except for in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clauses (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that if (A) during the last 17 days of the Initial Lock-up Period, the Company releases earnings results or material news or a registration statement on Form S-8 material event relating to the Company’s employee benefit plansCompany occurs or (B) prior to the expiration of the Initial Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Initial Lock-up Period, then in respect ofeach case the Initial Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive in writing such extension; provided, further, however, that in no event shall any such extension be beyond the 32nd day following the expiration of the Initial Lock-up Period (the Initial Lock-up Period, as extended, the “Lock-up Period”). The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) any shares of Common Stock, options, rights or warrants to acquire shares Stock issued by the Company upon the exercise of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Units) or publicly announce the intention to do any of the foregoing, other than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock an option plans or other equity incentive plans as such plans are in existence outstanding on the date hereof and, described and referred to in the Disclosure PackageProspectus or (iii) any options to purchase Common Stock granted pursuant to existing stock option or incentive plans of the Company referred to in the Prospectus. The Company has obtained the agreement: (i) of each officer named in the Prospectus, each director continuing in office and each member of the Company’s advisory board, on such officer’s, director’s or advisory board member’s own behalf, not to engage in any of the transactions set forth in the preceding sentence during the Lock-Up Period; (ii) issuances of Common Stock upon M▇▇▇▇▇▇▇ not to engage in any of the exercise or settlement of options or warrants disclosed as outstanding transactions set forth in the preceding sentence during the Lock-up Period; provided, however, that M▇▇▇▇▇▇▇ may sell in each of the three-month periods following the expiration of the 180th day after the date of the Prospectus and not greater than (iiiA) issuances two percent of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number amount of shares of Common Stock that outstanding or (B) twice the average weekly reported trading volume of the Company’s Common Stock on the Nasdaq National Market during the four calendar weeks preceding any sale; (iii) of each director not continuing in office not to engage in any of the transactions set forth in the preceding sentence during a period of one hundred eighty (180) days from the date of the Prospectus, subject to extension in the manner described in the preceding sentence. The Company may issue or agree agrees not to issue waive any agreement obtained pursuant to this clause subsection (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to you, on or prior to such issuance, a lock-up agreement consistent with this Section 3(oj).

Agreement Not to Offer or Sell Additional Securities. (i) During the period commencing on and including the date hereof and ending on continuing through and including the 90th day following the effective date of the Registration Statement Prospectus (the “Standstill Period”), as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent W▇▇▇▇▇▇▇▇▇ (which consent may be withheld at the Placement Agent’s in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act under applicable securities laws in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsSecurities); or (viii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the issuance transactions contemplated hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities, or issue shares of Common StockStock upon exercise of options, restricted stock units or options similar equity securities to acquire Common Stock employees, officers or directors of the Company, pursuant to the Company’s employee benefit plansany options, qualified stock option plans share bonus or other equity share plan or arrangement pursuant to an incentive plans as such plans are plan in existence effect on the date hereof and, and described in the Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus; (iiC) issuances file a registration statement on Form S-8 in respect of the issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Stock upon the exercise of an option or settlement warrant or upon the conversion of options or warrants disclosed as a convertible security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businessesProspectus, provided that such securities have not been amended since the aggregate date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities; (E) after the 60th day following the date of the Prospectus file a new “universal shelf” registration statement on Form S-3 solely for new primary offerings by the Company following the expiration of the Standstill Period; and (F) issue any shares of Common Stock that capital stock of the Company may issue or agree to issue pursuant to this clause (iii) shall not exceed 5.0% securities convertible into shares of capital stock of the total number of shares of Common Stock Company that are issued and outstanding immediately following the completion as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the transaction contemplated by disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within ninety (90) days after the date of this Agreement, and providedprovided that any such issuance shall only be to a person (or to the equity holders of a person) which is, furtheritself or through its Subsidiaries, that all such recipients an operating company or an owner of shares an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock shall execute and deliver or any securities exchangeable or exercisable for or convertible into Common Stock, or to youacquire other securities or rights ultimately exchangeable or exercisable for, on or prior to such issuanceconvertible into, a lock-up agreement consistent with this Section 3(o)Common Stock.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on and including the date hereof and ending on continuing through and including the 90th 60th day following the effective date of the Registration Statement Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Placement Agent Jefferies (which consent may be withheld at the Placement Agent’s in its sole discretion): (i) sell, offer to sell, contract to sell, lend or in any way transfer or dispose of any Common Stock or Related Securities (as defined below), directly or indirectly, sell ; (including, without limitation, ii) effect any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise dispose grant any security interest in any Common Stock or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or transferRelated Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of, of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, Act in respect of, of any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Related Securities (other than as contemplated by this Agreement with respect to the UnitsBorrowed Shares); or (vii) or publicly announce the intention to do any of the foregoing; provided, other than however, that the Company may (iA) effect the transactions contemplated hereby, (B) effect the transactions contemplated by the Share Lending Agreement (including, without limitation, the issuance of restricted the Borrowed Shares), (C) issue Common Stock or options to purchase Common Stock, restricted stock units or issue Common Stock upon exercise of any options to acquire purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence terms of any securities of the Company outstanding on the date hereof andand any indentures governing such securities, (E) file a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the date hereof and described in the Disclosure PackageRegistration Statement, (ii) issuances the Time of Common Stock upon the exercise Sale Prospectus or settlement of options or warrants disclosed as outstanding in the Prospectus and (iiiF) issuances file a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments to such forms, related to any Common Stock or any other of our equity securities issuable in connection with the any merger, acquisition of, or investment in, technologies, solutions or other businessesbusiness combination, provided that the aggregate number three days’ advance notice of shares of Common Stock that the Company may issue or agree such filing is provided to issue pursuant to this clause (iii) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, Jefferies and provided, further, that all such recipients the aggregate amount of shares of any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (F) shall execute and deliver not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to youacquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, on or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a material event relating to the Company, or (ii) prior to the expiration of such issuanceperiod, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion; provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up agreement consistent with this Section 3(o)Period.