Common use of Black-Out Periods Clause in Contracts

Black-Out Periods. In the event of the IPO or any Company Public Sale or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in an Underwritten Offering, each of the Holders agrees, if requested by the managing underwriter or underwriters in such Underwritten Offering, not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; (2) 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 Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company; or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period beginning seven (7) days before and ending 180 days (or, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. If requested by the managing underwriter or underwriters of any such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Black-Out Periods. In the event of the IPO or any Company Public Sale or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in an Underwritten Offering, each of the Holders agrees, if requested by the managing underwriter or underwriters in such Underwritten Offering, (a) Each New Class C Stockholder agrees not to (1) offer for sale, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares DTI Securities (including Company Shares DTI Securities that may be deemed to be beneficially owned by the undersigned Participating Class C Stockholder in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrantsSEC) or securities convertible into or exercisable or exchangeable for Company Shares; DTI Securities, (2) enter into any swap swap, hedging arrangement or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the registration Participating Class C Stockholder in accordance with the rules and regulations of any Company Shares the SEC) or securities convertible into or exercisable or exchangeable for Company Shares or DTI Securities, whether any other securities of the Company; such transaction described in clause (1) or (42) above is to be settled by delivery of DTI Securities, in cash or otherwise or (3) publicly disclose the intention to do any of the foregoing, in the case of each caseof the foregoing clauses (1) through (3), during the period beginning on the Closing Date and ending one hundred eighty (180) days thereafter; provided that each New Class C Stockholder may transfer DTI Securities to a Permitted Transferee thereof so long as any such Permitted Transferee, that is not a party to this Agreement executes and delivers to the Company a Joinder Agreement pursuant to which such Person agrees to be bound by and comply with the provisions of, this Agreement (including, for the avoidance of doubt, this Section 3.4). For the avoidance of doubt, any transfer of DTI Securities by the New Class C Stockholders permitted pursuant to the immediately foregoing proviso shall be subject to all other applicable provisions of this Agreement, including, without limitation, Section 3.1 and Section 3.2. (b) Notwithstanding anything to the contrary in Section 3.4(a), if any Sponsor Stockholder or MSD Partners Stockholder is granted a discretionary release or waiver by the Company from the transfer restrictions applicable to such person pursuant to Section 2.14(a) of the Registration Rights Agreement prior to the 181st day following the Closing Date, then each New Class C Stockholder shall (without duplication of any lock-up release provisions applicable to such New Class C Stockholder in the Registration Rights Agreement or any other agreement) be entitled to transfer a number of DTI Securities equal to the product of (x) the maximum percentage (after applying the provisions of Section 5.16) of DTI Securities held by any Sponsor Stockholder or MSD Partners Stockholder being released from Section 2.14(a) of the Registration Rights Agreement pursuant to such discretionary release or waiver multiplied by (y) the total number of DTI Securities held by such New Class C Stockholder. In addition, a New Class C Stockholder may be released, in whole or in part, from the restrictions imposed by Section 3.4(a) with, and to the extent provided by, the written consent of the Company (which Company consent shall require approval by the Special Committee). (c) In the event of an Underwritten Offering in which one or more New Class C Stockholders are participating (the “Participating Class C Stockholders”), each of the Participating Class C Stockholders agrees if requested by the Company or the managing underwriter or underwriters in such Underwritten Offering or if requested by the Company, not to (1) offer for sale, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the Participating Class C Stockholder in accordance with the rules and regulations of the SEC) or securities convertible into or exercisable or exchangeable for DTI Securities, (2) enter into any swap, hedging arrangement or other derivatives transaction with respect to any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the Participating Class C Stockholder in accordance with the rules and regulations of the SEC) or securities convertible into or exercisable or exchangeable for DTI Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of DTI Securities, in cash or otherwise or (3) publicly disclose the intention to do any of the foregoing, in the case of each of the foregoing clauses (1) through (3), during the period beginning seven (7) days before such Underwritten Offering, and ending 180 ninety (90) days (or, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, to the extent timely notified in writing by the Company or the managing underwriter or underwritersthereafter. If requested by the managing underwriter or underwriters of any such IPOUnderwritten Offering, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders each Participating Class C Stockholder shall execute a separate customary agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced abovereflecting its agreement set forth in this Section 3.4(c).

Black-Out Periods. In Notwithstanding anything herein or in the Registration Rights Agreement to the contrary and without regard to whether the restrictions set forth in Section 3.4 apply, each (a) Management Investor, (b) Warrant Investor, in the case of an Initial Public Offering and (c) Warrant Investor that owns, together with its Affiliates, more than 5% of the outstanding Transferable Shares (a “5% Warrant Investor”), in the case of any underwritten offering other than an Initial Public Offering, hereby agrees that during the period beginning seven (7) days before and ending (i) one hundred eighty (180) days in the event of an Initial Public Offering or (ii) ninety (90) days in the IPO or event of any Company Public Sale or an offering of Registrable Securities pursuant to Sections 2.01other underwritten offering, 2.02 or 2.03 in an Underwritten Offeringas applicable, each after the date of the Holders agreesunderwriting agreement entered into in connection with such underwritten offering, if such Management Investor, Warrant Investor or 5% Warrant Investor or its respective Permitted Transferees, as applicable, shall not, to the extent requested by the managing underwriter or underwriters in such Underwritten OfferingCompany and/or any underwriter, not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares Securities (including Company Shares Securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares Securities that may be issued upon exercise of any options Options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; Securities, (2) 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 Company SharesSecurities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securitiesSecurities, in cash or otherwise; , (3) make any demand for or exercise any right or cause to be filed a Registration Statementregistration statement, including any amendments thereto, with respect to the registration of any Company Shares Securities or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company; Securities or (4) publicly disclose the intention to do any of the foregoing; provided that if any Silver Lake Investor agrees to such restrictions for any shorter period than prescribed above, then each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall only be obligated as provided in each case, during the period beginning seven (7) days before and ending 180 days (or, in each case, this Section 3.50 for such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, to the extent timely notified in writing by the Company or the managing underwriter or underwritersshorter period. If requested by the managing underwriter or underwriters of any such IPOunderwritten offering, Company Public Saleeach Management Investor, or an offering of Registrable Securities pursuant to Sections 2.01Warrant Investor, 2.02 or 2.03Warrant Investor and 5% Warrant Investor, the Holders as applicable, shall execute a separate customary agreement to on the foregoing effect. The Company may impose stop-transfer instructions with respect to same terms and conditions as the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced aboveSilver Lake Investor reflecting its agreement set forth in this Section 3.5.

Black-Out Periods. (a) In the event of an Underwritten Shelf Take-Down (whether a Marketed Underwritten Shelf Take-Down or Non-Marketed Underwritten Shelf Take-Down) pursuant to Section 2.3 of the IPO or any Company Public Sale Registration Rights Agreement or an underwritten offering of Registrable Securities Shares pursuant to Sections 2.01, 2.02 Section 2.4 or 2.03 in an Underwritten OfferingSection 2.5 of the Registration Rights Agreement, each of the Holders agrees, Management Stockholders agrees if requested by the Company or the managing underwriter or underwriters in such Underwritten Offeringunderwritten offering, not to (1) offer for sale, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares DTI Securities (including Company Shares DTI Securities that may be deemed to be beneficially owned by the undersigned Management Stockholder in accordance with the rules and regulations of the SEC and Company Shares DTI Securities that may be issued upon exercise of any options Company Stock Options or warrantswarrants or settlement of any Company Awards) or securities convertible into or exercisable or exchangeable for Company Shares; DTI Securities, (2) enter into any swap swap, hedging arrangement or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the registration Management Stockholder in accordance with the rules and regulations of the SEC and DTI Securities that may be issued upon exercise of any Company Shares Stock Options or warrants or settlement of any Company Awards) or securities convertible into or exercisable or exchangeable for Company Shares or DTI Securities, whether any other securities of the Company; such transaction described in clause (1) or (42) above is to be settled by delivery of DTI Securities, in cash or otherwise or (3) publicly disclose the intention to do any of the foregoing, in the case of each caseof the foregoing clauses (1) through (3), during each of the following time periods: (X) in the case of an IPO, during the period beginning seven (7) days before before, and ending 180 one hundred eighty (180) days thereafter, (orY) in the case of any other underwritten offering but subject to clause (Z), during the period beginning seven (7) days before, and ending ninety (90) days thereafter and (Z) in each casethe case of any other offering or shelf takedown, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, that is no less favorable to the extent timely notified in writing by Management Stockholders than that applicable to the Company or Sponsor Holders, the managing underwriter or underwriters. , or the Person initiating such offering or shelf take-down; provided, that the foregoing shall not prohibit a Management Stockholder from exercising its rights, if any, pursuant to the Registration Rights Agreement. (b) If requested by the managing underwriter or underwriters of any such IPOunderwritten offering, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders each Management Stockholder shall execute a separate customary agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced abovereflecting its agreement set forth in this Section 3.5.

Black-Out Periods. (a) In the event of a Registration by the IPO Company involving the offering and sale by the Company of equity securities or any Company Public Sale securities convertible into or an offering of Registrable Securities pursuant to Sections 2.01exchangeable for its equity securities, 2.02 or 2.03 in an Underwritten Offering, each of the Holders agreesInvestors agree, if requested by the managing underwriter or underwriters Company (or, in such the case of an Underwritten Offering, by the Managing Underwriter), not to effect any public sale or distribution (1excluding any sale pursuant to Rule 144 under the Securities Act) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; (2) 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 Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company; or (4) publicly disclose the intention to do any of the foregoingexcept, in each case, as part of the applicable Registration, if permitted), which securities are the same as or similar to those being Registered in connection with such Registration, or which are convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before before, and ending 180 ninety (90) days (or, in each case, or such other lesser period as may be reasonably requested permitted by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (isuch Managing Underwriter) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited toafter, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the effective date of the underwriting agreement entered into Registration Statement filed in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03Registration, to the extent such Investors are timely notified in writing by the Company or the managing underwriter or underwriters. If requested by Managing Underwriter. (i) In the managing underwriter or underwriters case of any such IPO, Company Public Sale, or an offering a Registration of a class of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03Section 2.1, the Holders shall execute a separate Company and the Investors not participating in such Registration agree, if requested by an Investor (or, in the case of an Underwritten Offering, by an Investor or the Managing Underwriter), not to effect (or register for sale) any public sale or distribution of any securities (except, in each case, as part of the applicable Registration, if permitted) for the Company’s or such Investors’ respective accounts which are the same as or similar to those being Registered, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before, and ending ninety (90) days (or such lesser period as may be permitted by such Investors or such Managing Underwriter) after, the effective date of the Registration Statement filed in connection with such Registration (or, in the case of an Underwritten Offering, the date of the closing under the underwriting agreement in connection therewith), to the foregoing effectextent the Company is timely notified in writing by an Investor covered by such Registration Statement or the Managing Underwriter. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to Registrations on Form F-4 or S-8 or any successor form to such forms, or (B) as part of any Registration of securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement. (ii) The Company may impose stop-transfer instructions agrees to use its reasonable best efforts to obtain from each holder of “restricted securities” (within the meaning of Rule 144(a)(3) under the Securities Act) of the Company that are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of its securities, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.3(b), except as part of any such Registration if permitted. Without limiting the foregoing (but subject to Section 2.5), if after the date hereof the Company grants any Person (other than an Investor) any rights to demand or participate in a Registration, the Company agrees that the agreement with respect to thereto shall include such Person’s agreement as contemplated by the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced aboveprevious sentence.

Black-Out Periods. In the event of the IPO an Underwritten Shelf Take-Down or any Company Public Sale Marketed Underwritten Shelf Take-Down pursuant to Section 2.1(d) or an underwritten offering of Registrable Securities Shares pursuant to Sections 2.01Section 2.2 or Section 2.3, 2.02 or 2.03 in an Underwritten Offering, the Company and each of the (x) Warrant Holders, in the case of an Initial Public Offering, (y) Warrant Holders that, together with its Affiliates, owns more than 5% of the outstanding Registrable Securities, in the case of any such underwritten offering other than an Initial Public Offering and (z) other Holders agrees, if requested by the managing underwriter or underwriters in such underwritten offering (or if requested by (A) the Shelf Take-Down Initiating Sponsor Holders in the case of an Underwritten OfferingShelf Take-Down or Marketed Underwritten Shelf Take-Down pursuant to Section 2.1(d) or (B) the Demand Initiating Sponsor Holders in the case of an underwritten Demand Registration pursuant Section 2.2), not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares Securities (including Company Shares Securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares Securities that may be issued upon exercise of any options Options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; Securities, (2) 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 Company SharesSecurities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securitiesSecurities, in cash or otherwise; , (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares Securities or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company; Securities or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period beginning seven 7 days before, and ending (7x) one hundred eighty (180) days before and ending 180 in the event of an Initial Public Offering or (y) ninety (90) days in the event of any other underwritten offering (or, in each case, (A) in the event of an Underwritten Shelf Take-Down or Marketed Underwritten Shelf Take-Down pursuant to Section 2.1(d) or an underwritten Demand Registration pursuant Section 2.2, such lesser period as may be agreed by the Shelf Take-Down Initiating Sponsor Holders or the Demand Initiating Sponsor Holders or, if applicable, the managing underwriter or underwriters, or (B) in event of any other underwritten offering, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after after, the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03underwritten offering, to the extent timely notified in writing by the Company Company, the Shelf Take-Down Initiating Sponsor Holders, the Demand Initiating Sponsor Holders or the managing underwriter or underwriters, as the case may be; provided that no Holder shall be subject to any such black-out period of longer duration than that applicable to any Sponsor Holder. Notwithstanding the foregoing, during the periods described above the Company may effect a Special Registration (as defined below). The Company agrees to use its reasonable best efforts to obtain from each holder of restricted securities of the Company which securities are the same as or similar to the Registrable Securities being registered, or any restricted securities convertible into or exchangeable or exercisable for any of such securities, an agreement not to effect any public sale or distribution of such securities during any such period referred to in this Section 2.12, except as part of any such registration, if permitted. Without limiting the foregoing (but subject to Section 2.10), if after the date hereof the Company grants any Person (other than a Holder) any rights to demand or participate in a registration, the Company agrees that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.12 as if it were a Holder hereunder. If requested by the managing underwriter or underwriters of any such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03underwritten offering, the Holders Company and each Holder shall execute a separate customary agreement to the foregoing effectreflecting its agreement set forth in this Section 2.12. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) Securities subject to the foregoing restriction until the end of the period referenced above.

Black-Out Periods. (a) In the event of the IPO or any Company Public Sale or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in an Underwritten OfferingOffering which is an IPO, each of the Holders agrees, New Class A Stockholders agrees if requested by the managing underwriter or underwriters in such Underwritten Offering or if requested by the Company or any Sponsor Stockholders initiating such Underwritten Offering, not to (1) offer for sale, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares DTI Securities (including Company Shares DTI Securities that may be deemed to be beneficially owned by the undersigned New Class A Stockholder in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrantsSEC) or securities convertible into or exercisable or exchangeable for Company Shares; DTI Securities, (2) enter into any swap swap, hedging arrangement or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the registration New Class A Stockholder in accordance with the rules and regulations of any Company Shares the SEC) or securities convertible into or exercisable or exchangeable for Company Shares or DTI Securities, whether any other securities of the Company; such transaction described in clause (1) or (42) above is to be settled by delivery of DTI Securities, in cash or otherwise or (3) publicly disclose the intention to do any of the foregoing, in the case of each caseof the foregoing clauses (1) through (3), during the period beginning seven (7) days before such Underwritten Offering, and ending 180 one hundred eighty (180) days (or, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters subject to accommodate regulatory restrictions on any customary “booster shot” extensions) thereafter. (ib) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. If requested by the managing underwriter or underwriters of any such IPOUnderwritten Offering, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders each New Class A Stockholder shall execute a separate customary agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced abovereflecting its agreement set forth in this Section 3.6.

Black-Out Periods. In (i) Notwithstanding any other provision of this Agreement, no sales of Shares shall take place, the event Company shall not request the sales of any Shares that would be sold and the IPO Agents shall not be obligated to sell or offer to sell any Shares, (a) during any period in which the Company Public Sale or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in an Underwritten Offering, each of the Holders agrees, if requested by the managing underwriter or underwriters in such Underwritten Offering, not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed tois, or could be expected todeemed to be, result in the disposition by any person possession of material non-public information or (b) except as provided in Section 1(e)(ii) hereof, at any time during the period commencing on the tenth business day prior to the time the Company issues a press release containing, or shall otherwise publicly announce, its earnings, revenues or other operating results for a fiscal period or periods (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K (a “Filing Time”) that includes consolidated financial statements as of and for the same fiscal period or periods, as the case may be, covered by such Earnings Announcement. (ii) If the Company wishes to offer or sell Shares to an Agent in an Agency Transaction at any time during the future ofperiod from and including an Earnings Announcement through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (a) prepare and deliver to such Agent (with a copy to counsel to such Agent) a Current Report on Form 8-K that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any Company Shares earnings projections and similar forward-looking data and officers’ quotations) (including Company Shares that may each, an “Earnings 8-K”), in form and substance reasonably satisfactory to such Agent, and, prior to its filing, obtain the written consent of such Agent to such filing (which consent shall not be deemed to be beneficially owned by the undersigned in accordance unreasonably withheld), (b) provide such Agent with the rules officers’ certificate, opinions and regulations letters of counsel and accountants’ letter specified in Section 4(c), Section 4(d), Section 4(e) and Section 4(f), respectively, hereof, (c) afford such Agent the opportunity to conduct a due diligence review prior to filing such Earnings 8-K and (d) file such Earnings 8-K with the Commission, then the provision of clause (c) of Section 1(e)(i) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the SEC and Company Shares relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that may be issued upon exercise (A) the delivery of any options officers’ certificate, opinion or warrantsletter of counsel or accountants’ letter pursuant to this Section 1(e) or securities convertible into or exercisable or exchangeable for shall not relieve the Company Shares; (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, from any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company; or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period beginning seven (7) days before and ending 180 days (or, in each case, such other period as case may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinionsbe, including, but not limited towithout limitation, the restrictions contained obligation to deliver officers’ certificates, opinions and letters of counsel and accountants’ letters as provided in Section 4(c), Section 4(d), Section 4(e) and Section 4(f), respectively, hereof, and (B) this Section 1(e)(ii) shall in no way affect or limit the FINRA rules or any successor provisions or amendments theretooperation of clause (b) after the date of the underwriting agreement entered into in connection with such IPOSection 1(e)(i) hereof, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. If requested by the managing underwriter or underwriters of any such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders which shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced abovehave independent application.

Black-Out Periods. In Notwithstanding anything to the event contrary herein, the Company may delay the disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the IPO or any Company Public Sale or an offering Board of Registrable Securities pursuant to Sections 2.01Directors, 2.02 or 2.03 in an Underwritten Offering, each the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a "Black-Out Period"); provided, that the Company shall promptly notify the Holders agreesin writing of the existence of material, if requested by non−public information giving rise to a Black-Out Period (provided that in each notice the managing underwriter or underwriters Company will not be required to disclose the content of such material, non−public information to the Holders) and the date on which the Black-Out Period will begin, and (ii) notify the Holders in writing of the date on which the Black-Out Period ends; and, provided further, that the Black-Out Periods shall not exceed an aggregate of 20 Trading Days during any three hundred sixty five (365) day period and the first day of any Black-Out Period must be at least 30 days after the last day of any prior Black-Out Period (each, an "Allowable Black-Out Period"). For purposes of determining the length of a Black-Out Period above, the Black-Out Period shall begin on and include the date the Holders receive the notice referred to in clause (i) and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) and the date referred to in such Underwritten Offeringnotice. The provisions of Section 11.05(l) hereof shall not be applicable during the period of any Allowable Black-Out Period. Upon expiration of the Black-Out Period, not the Company shall again be bound by Section 11.05(g) with respect to (1) offer for salethe information giving rise thereto unless such material, sellnon−public information is no longer applicable. Notwithstanding anything to the contrary, pledge, or otherwise dispose the Company shall cause its transfer agent to deliver unlegended shares of (or enter into Common Stock to a transferee of any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned Holder in accordance with the rules and regulations terms of the SEC and Company Shares that may be issued upon exercise this Agreement in connection with any sale of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; (2) 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 Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, Registrable Securities with respect to the registration of any Company Shares or securities convertible which a Holder has entered into or exercisable or exchangeable a contract for Company Shares or any other securities sale, and delivered a copy of the Company; or (4) publicly disclose the intention to do any prospectus included as part of the foregoingapplicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), in each case, during prior to the period beginning seven (7) days before and ending 180 days (or, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date Holder's receipt of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering notice of Registrable Securities pursuant to Sections 2.01, 2.02 a Black-Out Period and 2.03, to for which the extent timely notified in writing by the Company or the managing underwriter or underwriters. If requested by the managing underwriter or underwriters of any such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced aboveHolder has not yet settled.

Black-Out Periods. (a) In the event of a Registration by the IPO Company involving the offering and sale by the Company of equity securities or any Company Public Sale securities convertible into or an offering exchangeable for its equity securities, the Holders of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in an Underwritten Offering, each of the Holders agreesagree, if requested by the managing underwriter or underwriters Company (or, in such the case of an Underwritten Offering, by the Managing Underwriter), not to effect any public sale or distribution (1excluding any sale pursuant to Rule 144 under the Securities Act) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; (2) 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 Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company; or (4) publicly disclose the intention to do any of the foregoingexcept, in each case, as part of the applicable Registration, if permitted), which securities are the same as or similar to those being Registered in connection with such Registration, or which are convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before before, and ending 180 ninety (90) days (or, in each case, or such other lesser period as may be reasonably requested permitted by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (isuch Managing Underwriter) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited toafter, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the effective date of the underwriting agreement entered into Registration Statement filed in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03Registration, to the extent such Holders are timely notified in writing by the Company or the managing underwriter Managing Underwriter; provided, however, that such restriction shall apply to any individual Holder only to the extent that it Beneficially Owns five per cent (5)% or underwriters. If requested by more of the managing underwriter or underwriters then issued Shares at the date of any such IPO, Company Public Sale, or an offering request. (b) (i) In the case of a Registration of a class of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03Section 2.1, the Company agrees, if requested by a Shareholder (or, in the case of an Underwritten Offering, by a Shareholder or the Managing Underwriter), not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being Registered, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before, and ending ninety (90) days (or such lesser period as may be permitted by such Holders shall execute a separate or such Managing Underwriter) after, the effective date of the Registration Statement filed in connection with such Registration (or, in the case of an Underwritten Offering, the date of the closing under the underwriting agreement in connection therewith), to the foregoing effectextent the Company is timely notified in writing by a Holder of Registrable Securities covered by such Registration Statement or the Managing Underwriter. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to Registrations on Form F-4 or S-8 or any successor form to such forms, or (B) as part of any Registration of securities for offering and sale to employees-or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement. (ii) The Company may impose stop-transfer instructions agrees to use its reasonable best efforts to obtain from each holder of “restricted securities” (within the meaning of Rule 144(a)(3) under the Securities Act) of the Company that are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of its securities, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.3(b), except as part of any such Registration if permitted. Without limiting the foregoing (but subject to Section 2.5), if after the date hereof the Company grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a Registration, the Company agrees that the agreement with respect to thereto shall include such Person’s agreement as contemplated by the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced aboveprevious sentence.

Black-Out Periods. (a) In the event of a Registration by the IPO Company involving the offering and sale by the Company of equity securities or any Company Public Sale securities convertible into or an offering exchangeable for its equity securities, the Holders of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in an Underwritten Offering, each of the Holders agreesagree, if requested by the managing underwriter or underwriters Company (or, in such the case of an Underwritten Offering, by the Managing Underwriter), not to effect any public sale or distribution (1excluding any sale pursuant to Rule 144 under the Securities Act) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; (2) 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 Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company; or (4) publicly disclose the intention to do any of the foregoingexcept, in each case, as part of the applicable Registration, if permitted), which securities are the same as or similar to those being Registered in connection with such Registration, or which are convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before before, and ending 180 ninety (90) days (or, in each case, or such other lesser period as may be reasonably requested permitted by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (isuch Managing Underwriter) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited toafter, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the effective date of the underwriting agreement entered into Registration Statement filed in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03Registration, to the extent such Holders are timely notified in writing by the Company or the managing underwriter Managing Underwriter; provided, however, that such restriction shall apply to any individual Holder only to the extent that it Beneficially Owns five per cent (5)% or underwriters. If requested by more of the managing underwriter or underwriters then issued Shares at the date of any such IPO, Company Public Sale, or an offering request. (i) In the case of a Registration of a class of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03Section 2.1, the Company agrees, if requested by a Shareholder (or, in the case of an Underwritten Offering, by a Shareholder or the Managing Underwriter), not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being Registered, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before, and ending ninety (90) days (or such lesser period as may be permitted by such Holders shall execute a separate or such Managing Underwriter) after, the effective date of the Registration Statement filed in connection with such Registration (or, in the case of an Underwritten Offering, the date of the closing under the underwriting agreement in connection therewith), to the foregoing effectextent the Company is timely notified in writing by a Holder of Registrable Securities covered by such Registration Statement or the Managing Underwriter. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to Registrations on Form F-4 or S-8 or any successor form to such forms, or (B) as part of any Registration of securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement. (ii) The Company may impose stop-transfer instructions with respect agrees to use its reasonable best efforts to obtain from each holder of "restricted securities" (within the meaning of Rule 144(a)(3) under the Securities Act) of the Company that are the same as or similar to the Company Shares Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of its securities, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.3(b), except as part of any such Registration if permitted. Without limiting the foregoing (or other securities) but subject to Section 2.5), if after the foregoing restriction until date hereof the end Company grants any Person (other than a Holder of the period referenced above.Registrable Securities) any rights to demand or participate in

Black-Out Periods. (a) In the event of a Registration by the IPO Company involving the offering and sale by the Company of equity securities or any Company Public Sale securities convertible into or an offering exchangeable for its equity securities, the Holders of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in an Underwritten Offering, each of the Holders agreesagree, if requested by the managing underwriter or underwriters Company (or, in such the case of an Underwritten Offering, by the Managing Underwriter), not to effect any public sale or distribution (1excluding any sale pursuant to Rule 144 under the Securities Act) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; (2) 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 Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company; or (4) publicly disclose the intention to do any of the foregoingexcept, in each case, as part of the applicable Registration, if permitted), which securities are the same as or similar to those being Registered in connection with such Registration, or which are convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before before, and ending 180 ninety (90) days (or, in each case, or such other lesser period as may be reasonably requested permitted by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (isuch Managing Underwriter) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited toafter, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the effective date of the underwriting agreement entered into Registration Statement filed in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03Registration, to the extent such Holders are timely notified in writing by the Company or the managing underwriter Managing Underwriter; provided, however, that such restriction shall apply to any individual Holder only to the extent that it Beneficially Owns five per cent (5)% or underwriters. If requested by more of the managing underwriter or underwriters then issued Shares at the date of any such IPO, Company Public Sale, or an offering request. (i) In the case of a Registration of a class of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03Section 2.1, the Company agrees, if requested by a Shareholder (or, in the case of an Underwritten Offering, by a Shareholder or the Managing Underwriter), not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being Registered, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before, and ending ninety (90) days (or such lesser period as may be permitted by such Holders shall execute a separate or such Managing Underwriter) after, the effective date of the Registration Statement filed in connection with such Registration (or, in the case of an Underwritten Offering, the date of the closing under the underwriting agreement in connection therewith), to the foregoing effectextent the Company is timely notified in writing by a Holder of Registrable Securities covered by such Registration Statement or the Managing Underwriter. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to Registrations on Form F-4 or S-8 or any successor form to such forms, or (B) as part of any Registration of securities for offering and sale to employees-or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement. (ii) The Company may impose stop-transfer instructions agrees to use its reasonable best efforts to obtain from each holder of "restricted securities" (within the meaning of Rule 144(a)(3) under the Securities Act) of the Company that are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of its securities, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.3(b), except as part of any such Registration if permitted. Without limiting the foregoing (but subject to Section 2.5), if after the date hereof the Company grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a Registration, the Company agrees that the agreement with respect to thereto shall include such Person's agreement as contemplated by the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced aboveprevious sentence.

Black-Out Periods. (a) In the event of the IPO or any Company a Partnership Public Sale or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 the Partnership’s equity securities in an Underwritten Offering, each of the Holders agreesagree, if requested by the managing underwriter or underwriters in such Underwritten Offering (and, with respect to a Partnership Public Sale other than the Initial Public Offering, if and only if the General Partner agrees to such request), not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any share of Common Stock (including any shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for shares of Common Stock (provided that, to the extent permitted by the managing underwriter or underwriters under the underwriting agreement, such Holder may effect a transfer pursuant to Section 4.1(a)(i) during the black-out period in accordance with the terms hereof to the extent the Permitted Transferee agrees to abide by any restrictions set forth in this Section 15.4), (2) 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 shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of Common Stock, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period determined by the managing underwriter or underwriters (taking into account, among other matters, regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto), to the extent timely notified in writing by the Partnership or the managing underwriter or underwriters; provided, that no Holder shall be subject to any such black-out period of longer duration than that applicable to the KKR Group or any other Holder and that any waiver of such black-out period with respect to a member of the KKR Group shall be applicable to all Holders. If requested by the managing underwriter or underwriters of any such Public Partnership Sale (and, with respect to any such Partnership Public Sale other than the Initial Public Offering, if and only if the General Partner agrees to such request), the Holders shall execute a separate agreement to the foregoing effect. The Partnership may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the period referenced above. (b) In the case of an offering of Registrable Securities pursuant to Section 15.1 or 15.2 that is a Marketed Underwritten Offering, the Partnership and each of the Holders agree, if requested by a member of the KKR Group, an Eligible Viper Limited Partner who is the Initiating Holder or the Initiating Shelf Take-Down Holder or the managing underwriter or underwriters with respect to such Marketed Underwritten Offering, not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares shares of Common Stock (including Company Shares shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; shares of Common Stock, (2) 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 Company Sharesshares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares shares of Common Stock or other securities, in cash or otherwise; , (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares shares of Common Stock or securities convertible into or exercisable or exchangeable for Company Shares shares of Common Stock or any other securities of the Company; Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period beginning seven (7) days before and ending 180 days (or, in each case, such other period as may be reasonably requested determined by the Company or the managing underwriter or underwriters to accommodate (taking into account, among other matters, regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03), to the extent timely notified in writing by a member of the Company KKR Group, an Eligible Viper Limited Partner who is the Initiating Holder or the Initiating Shelf Take-Down Holder or the managing underwriter or underwriters, as the case may be; provided that no Holder shall be subject to any such black-out period of longer duration than that applicable to the KKR Group or any other Holder and that any waiver of a black-out period with respect to a member of the KKR Group shall be applicable to all Holders. Notwithstanding the foregoing, the Partnership may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations on Form S-4 or S-8 or any successor form to such forms or as part of any Registration of securities for offering and sale to employees, directors or consultants of the Partnership and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. The Partnership agrees to use its reasonable best efforts to obtain from each holder of restricted securities of the Partnership which securities are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of such securities, an agreement not to effect any public sale or distribution of such securities during any such period referred to in this paragraph, except as part of any such Registration, if permitted. Without limiting the foregoing (but subject to Section 15.7), if after the date hereof any of the Partnership, Acquiror or their respective Subsidiaries grants any Person (other than a Holder) any rights to demand or participate in a Registration, each of the Partnership, Acquiror and their respective Subsidiaries agrees that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 15.4(b) as if it were a Holder hereunder. If requested by the managing underwriter or underwriters of any such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03Marketed Underwritten Offering, the Holders shall execute a separate agreement to the foregoing effect. The Company Partnership may impose stop-transfer instructions with respect to the Company Shares shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Black-Out Periods. In the event (a) Each of the IPO or any Company Public Sale or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in an Underwritten Offering, each of the Holders agrees, if requested by the managing underwriter or underwriters in such Underwritten Offering, New Class A Stockholders agrees not to (1) offer for sale, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares DTI Securities (including Company Shares DTI Securities that may be deemed to be beneficially owned by the undersigned New Class A Stockholder in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrantsSEC) or securities convertible into or exercisable or exchangeable for Company Shares; DTI Securities, (2) enter into any swap swap, hedging arrangement or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the registration New Class A Stockholder in accordance with the rules and regulations of any Company Shares the SEC) or securities convertible into or exercisable or exchangeable for Company Shares or DTI Securities, whether any other securities of the Company; such transaction described in clause (1) or (42) above is to be settled by delivery of DTI Securities, in cash or otherwise or (3) publicly disclose the intention to do any of the foregoing, in the case of each caseof the foregoing clauses (1) through (3), during the period beginning seven on the Closing Date and ending one hundred eighty (7180) days before thereafter; provided that each New Class A Stockholder may transfer DTI Securities to a Permitted Transferee thereof so long as any such Permitted Transferee, that is not a party to this Agreement executes and ending 180 days delivers to the Company a Joinder Agreement in accordance with Section 3.1(a) and Article V pursuant to which such Person agrees to be bound by, and comply with the provisions of, this Agreement (orincluding, for the avoidance of doubt, this Section 3.4). (b) Notwithstanding anything to the contrary in each caseSection 3.4(a), such other period as may be reasonably requested if any Sponsor Stockholder is granted a discretionary release or waiver by the Company from the transfer restrictions applicable to such person pursuant to Section 2.14(a) of the Registration Rights Agreement prior to the 181st day following the Closing Date, then each New Class A Stockholder shall (without duplication of any lock-up release provisions applicable to such New Class A Stockholder in the Registration Rights Agreement or any other agreement) be entitled to transfer a number of DTI Securities equal to the managing underwriter or underwriters to accommodate regulatory restrictions on product of (ix) the publication maximum percentage (after applying the provisions of Section 6.15) of DTI Securities held by any Sponsor Stockholder being released from Section 2.14(a) of the Registration Rights Agreement pursuant to such discretionary release or other distribution waiver multiplied by (y) the total number of research reports and (ii) analyst recommendations and opinionsDTI Securities held by such New Class A Stockholder. In addition, includinga New Class A Stockholder may be released, but not limited toin whole or in part, from the restrictions contained in the FINRA rules or any successor provisions or amendments theretoimposed by Section 3.4(a) after the date of the underwriting agreement entered into in connection with such IPOwith, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, to the extent timely notified in writing provided by, the written consent of the Company (which Company consent shall require approval by the Company or the managing underwriter or underwriters. If requested by the managing underwriter or underwriters of any such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced aboveSpecial Committee).

Black-Out Periods. (a) Black-out Period for the Company and Others. In the event case of the IPO or any Company Public Sale or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in Section 2.01 that is an Underwritten Offering, the Company and each of the Holders agreesagree, if requested by the managing underwriter or underwriters in with respect to such Underwritten Offering, not to, without the prior written consent of the managing underwriter or underwriters, offer, sell, contract to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that which is designed to, or could might reasonably be expected to, result in the disposition (whether by any person at any time in the future ofactual disposition or effective economic disposition due to cash settlement or otherwise) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with Company, such Holder or their respective affiliates) directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the rules and regulations meaning of Section 16 of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in partExchange Act, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Common Shares or any other securities of the Company; convertible into, or (4) exercisable, or exchangeable for, Common Shares, or publicly disclose the announce an intention to do effect any of the foregoing, in each casesuch transaction, during the period beginning seven (7) days before before, and ending 180 up to 45 days (orafter, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into for such Marketed Underwritten Shelf Take-Down,; provided, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on (i) the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions), in their capacities as such in connection with such IPOUnderwritten Offering; provided, Company Public Salefurther, that nothing herein will prevent any Holder that is a partnership, limited liability company, corporation or an offering other entity from making a distribution of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, to the extent timely notified partners, members, shareholders or other equityholders thereof or a transfer to an Affiliate that is otherwise in writing compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the Company restrictions set forth in this Section 2.02(a), or the managing underwriter participating in any merger, acquisition or underwriterssimilar change of control transaction. If requested by the managing underwriter or underwriters of any such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.any

Black-Out Periods. (a) Black-out Period for the Company and Others. In the event case of the IPO or any Company Public Sale or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in Section 2.01 that is an Underwritten Offering, the Company and each of the Holders agreesagree, if requested by the managing underwriter or underwriters in with respect to such Underwritten Offering, not to, without the prior written consent of the managing underwriter or underwriters, offer, sell, contract to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that which is designed to, or could might reasonably be expected to, result in the disposition (whether by any person at any time in the future ofactual disposition or effective economic disposition due to cash settlement or otherwise) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with Company, such Holder or their respective affiliates) directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the rules and regulations meaning of Section 16 of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in partExchange Act, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities shares of the Company; ’s Class A Common Stock or (4) any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock, or publicly disclose the announce an intention to do effect any of the foregoing, in each casesuch transaction, during the period beginning seven (7) days before before, and ending 180 up to 45 days (orafter, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into for such Marketed Underwritten Shelf Take-Down,; provided, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on (i) the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions), in their capacities as such in connection with such IPOUnderwritten Offering; provided, Company Public Salefurther, that nothing herein will prevent any Holder that is a partnership, limited liability company, corporation or an offering other entity from making a distribution of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, to the extent timely notified partners, members, shareholders or other equityholders thereof or a transfer to an Affiliate that is otherwise in writing compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the Company restrictions set forth in this Section 2.02(b), or the managing underwriter participating in any merger, acquisition or underwriterssimilar change of control transaction. If requested by the managing underwriter or underwriters of any such IPOMarketed Underwritten Shelf Take-Down, the Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, and the Holders shall execute a separate lock-up agreement to the foregoing effect. The This Section 2.02 shall not prohibit any transaction by the Company or any Holder that is permitted by its lock-up agreement or provision entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement or provision is modified or waived by such managing underwriter or underwriters from time to time). Notwithstanding the foregoing, the Company may impose stop-transfer instructions with respect effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations on Form F-4 or Form S-8 or as part of any Registration of securities for offering and sale to employees, directors or consultants of the Company Shares (and its Subsidiaries pursuant to any employee stock plan or other securities) subject to the foregoing restriction until the end of the period referenced aboveemployee benefit plan arrangement.

Black-Out Periods. (a) In the event of an Underwritten Shelf Take-Down (whether a Marketed Underwritten Shelf Take-Down or Non-Marketed Underwritten Shelf Take-Down) pursuant to Section 2.3 of the IPO or any Company Public Sale Registration Rights Agreement or an underwritten offering of Registrable Securities Shares pursuant to Sections 2.01, 2.02 Section 2.4 or 2.03 in an Underwritten OfferingSection 2.5 of the Registration Rights Agreement, each of the Holders agrees, Management Stockholders agrees if requested by the managing underwriter or underwriters in such underwritten offering (or if requested by (A) the Shelf Take-Down Initiating Sponsor Holders in the case of an Underwritten OfferingShelf Take-Down (whether a Marketed Underwritten Shelf Take-Down or Non-Marketed Underwritten Shelf Take-Down) pursuant to Section 2.3 of the Registration Rights Agreement or (B) the Demand Initiating Sponsor Holders in the case of an underwritten Demand Registration pursuant to Section 2.4 of the Registration Rights Agreement), not to (1) offer for sale, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares DTI Securities (including Company Shares DTI Securities that may be deemed to be beneficially owned by the undersigned Management Stockholder in accordance with the rules and regulations of the SEC and Company Shares DTI Securities that may be issued upon exercise of any options Company Stock Options or warrantswarrants or settlement of any Company Awards) or securities convertible into or exercisable or exchangeable for Company Shares; DTI Securities, (2) enter into any swap swap, hedging arrangement or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the registration Management Stockholder in accordance with the rules and regulations of the SEC and DTI Securities that may be issued upon exercise of any Company Shares Stock Options or warrants or settlement of any Company Awards) or securities convertible into or exercisable or exchangeable for Company Shares or DTI Securities, whether any other securities of the Company; such transaction described in clause (1) or (42) above is to be settled by delivery of DTI Securities, in cash or otherwise or (3) publicly disclose the intention to do any of the foregoing, in the case of each caseof the foregoing clauses (1) through (3), during each of the following time periods: (X) in the case of an IPO, during the period beginning seven (7) days before before, and ending 180 one hundred eighty (180) days (orsubject to any customary “booster shot” extensions) thereafter, (Y) in each casethe case of any other underwritten offering but subject to clause (Z), during the period beginning seven (7) days before, and ending ninety (90) days (subject to any customary “booster shot” extensions) thereafter and (Z) in the case of any other offering or shelf take-down, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, that is no less favorable to the extent timely notified in writing by Management Stockholders than that applicable to the Company or Sponsor Holders, the managing underwriter or underwriters. , or the Person initiating such offering or shelf take-down; provided, that the foregoing shall not prohibit a Management Stockholder from exercising its rights, if any, pursuant to the Registration Rights Agreement. (b) If requested by the managing underwriter or underwriters of any such IPOunderwritten offering, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders each Management Stockholder shall execute a separate customary agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced abovereflecting its agreement set forth in this Section 3.6.

Black-Out Periods. (a) In the event of the an Underwritten Offering which is an IPO or any Company Public Sale in which one or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03 in an Underwritten Offeringmore New Class C Stockholders are participating (the “Participating Class C Stockholders”), each of the Holders agreesParticipating Class C Stockholders (which, for the sake of clarity, shall include all New Class C Stockholders in the event of an IPO) agrees if requested by the managing underwriter or underwriters in such Underwritten Offering or if requested by the Company or any Sponsor Stockholders initiating such Underwritten Offering, not to (1) offer for sale, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares DTI Securities (including Company Shares DTI Securities that may be deemed to be beneficially owned by the undersigned Participating Class C Stockholder in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrantsSEC) or securities convertible into or exercisable or exchangeable for Company Shares; DTI Securities, (2) enter into any swap swap, hedging arrangement or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the registration Participating Class C Stockholder in accordance with the rules and regulations of any Company Shares the SEC) or securities convertible into or exercisable or exchangeable for Company Shares or DTI Securities, whether any other securities of the Company; such transaction described in clause (1) or (42) above is to be settled by delivery of DTI Securities, in cash or otherwise or (3) publicly disclose the intention to do any of the foregoing, in the case of each caseof the foregoing clauses (1) through (3), during the period beginning seven (7) days before such Underwritten Offering, and ending 180 one hundred eighty (180) days (or, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters subject to accommodate regulatory restrictions on any customary “booster shot” extensions) thereafter. (ib) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 and 2.03, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. If requested by the managing underwriter or underwriters of any such IPOUnderwritten Offering, Company Public Sale, or an offering of Registrable Securities pursuant to Sections 2.01, 2.02 or 2.03, the Holders each Participating Class C Stockholder shall execute a separate customary agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced abovereflecting its agreement set forth in this Section 3.6.