Common use of Blackout Periods Clause in Contracts

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 2.2 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board board of Directorsdirectors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Company shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC (a) With respect to any Registration Statement, or amendment or supplement thereto, whether filed or to be filed pursuant to this Agreement, if the General Counsel of the Issuer shall have determine, in his or her good faith judgment, that to maintain the right to delay the filing or effectiveness of such Registration Statement or file an amendment or supplement thereto (or, if no Registration Statement has yet been filed, to file such a Registration Statement required pursuant to Section 2 Statement) would (i) require the public disclosure of material non-public information concerning any transaction or 3 hereof during no more than two negotiations involving the Issuer or any of its consolidated subsidiaries that would materially interfere with such transaction or negotiations, (2ii) periods aggregating to not more than one hundred require the public disclosure of material non-public information concerning the Issuer at a time when its directors and twenty executive officers are restricted from trading in the Issuer’s securities or (120iii) days in any twelve-month otherwise materially interfere with financing plans, acquisition activities or business activities of the Issuer (a “Disadvantageous Condition”), the Issuer may, for the shortest period reasonably practicable (each, a “Blackout Period”), and in any event for not more than 60 consecutive days, notify the Lead Holder and the other Holders whose sales of Registrable Securities are covered (or to be covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have sold its Registrable Shares (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, then the Issuer shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such shares. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, the Issuer shall as promptly as reasonably practicable notify the Lead Holder and such other Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. If a Blackout Period occurs during the Effectiveness Period of any Demand Registration Statement, the Effectiveness End Date in respect of such Registration Statement shall be extended for a number of days equal to the total number of days during which the distribution of Registrable Shares included in such Registration Statement was suspended under this Section 2.05(a). The Issuer shall not impose, in any 360 calender day period, Blackout Periods lasting, in the event aggregate, in excess of 120 calendar days. (b) If the Issuer declares a Blackout Period with respect to a Demand Registration Statement that has not yet been declared effective, (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required Lead Holder may by notice to disclose in the prospectus information not otherwise then required by law Issuer withdraw the related Demand Request without such Demand Request counting against the three Demand Requests permitted to be publicly disclosed made under Section 2.01 and (ii) in neither the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or Lead Holder nor any other action to Holder will be taken in connection with responsible for the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Issuer’s related Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterExpenses.

Blackout Periods. CRIC ASTI shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC ASTI would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus material non-public information that ASTI has a bona fide business purpose for preserving as confidential and that is not otherwise then required by law to be publicly disclosed and disclosed, (ii) ASTI determines that the prospectus requires amendment or supplement due to the happening of any event that comes to the attention of ASTI and as a result of which the prospectus would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (iii) in the good faith judgment of CRICASTI’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosuredisclosure of material non-public information, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICASTI; provided, however, that (A) a Holder Selling Shareholder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC ASTI shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICASTI. CRIC ASTI shall promptly give the Holders Selling Shareholder written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the material non-public information that was the reason for such Blackout Period) and without any further request from any HolderSelling Shareholder, CRIC ASTI shall (subject to there being no other Blackout period) promptly notify the Holders Selling Shareholder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have (A) In the right event the Registration has become effective and, afterwards, any Holder’s ability to delay sell Registrable Securities under the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no is suspended for more than two (2i) periods aggregating to not more than one hundred and twenty (120) 30 days in any twelve90-month day period or (each, a ii) 60 days in any calendar year (“Blackout Period”), including without limitation by reason of any suspension or stop order with respect to the Registration Statement or the fact that an event has occurred as a result of which the prospectus (including any supplements thereto) included in such Registration Statement then in effect includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the event that statements therein not misleading in light of the circumstances then existing, then the Company shall provide to each Holder a Monthly Delay Payment for each 30-day period or portion thereof (iappropriately prorated) CRIC wouldfrom and after the expiration of the Blackout Period, on the terms set forth in Section 2(b)(i)(B) above. (B) Notwithstanding anything to the contrary herein, the Company may suspend the filing or availability of a Registration Statement or prospectus or delay the disclosure of any material non-public information or pending development concerning the Company for a specified period if the disclosure of such information or development during such period would be materially detrimental, in the good faith judgment of CRICthe Company’s Board general counsel and one or more executive officers of Directorsthe Company, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and Company (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC“Grace Period”); provided, however, that the Company shall promptly (Ai) notify the Holders in writing of the existence of such material non-public information or pending development giving rise to a Holder Grace Period (provided that the Company shall not disclose the content of such material non-public information or pending development to the Holders) and the date on which the Grace Period will begin, and (ii) notify the Holders in writing of the date on which the Grace Period ends. No single Grace Period shall, without incurring any liability to pay the Monthly Delay Payments pursuant to Section 2(b)(i)(B), exceed twenty (20) consecutive days and the aggregate duration of all Grace Periods shall not, without incurring any liability to pay the Monthly Delay Payments pursuant to Section 2(b)(i)(B), exceed forty (40) days during any three hundred sixty-five day period (each Grace Period complying with this Section 2(b)(iii)(B) being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period shall be entitled, at any time after receiving deemed to begin on and include the date stated in the notice referred to in clause (i) above as the beginning of such delay Grace Period and before such Demand Registration Statement becomes effective, shall end on and include the earlier of (I) the date stated in the notice referred to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count in clause (ii) above as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice end of such determination containingGrace Period or, (II) to the extent permitted considered appropriate by lawthe Company in its sole discretion, a general statement such earlier date as to which the Company may advise the Holders in writing after the Company’s provision of the reasons for notices described above; provided, however, that no Grace Period shall be longer than an Allowable Grace Period without incurring any liability to pay the Monthly Delay Payments pursuant to Section 2(b)(i)(B). The Company agrees to use all reasonable efforts to ensure that the Holders may resume sales under the relevant Registration Statement as soon as such postponement and an approximation suspension, in the sole discretion of the anticipated delayCompany, is no longer necessary. After The provisions of Sections 2(a)(iii) and 2(a)(v) of this Agreement shall not be applicable, and the expiration Company shall not have any obligation to pay any Monthly Delay Payments by reason of any Blackout Period (including upon public disclosure of the information that was the reason for such delay pursuant to Section 2(b)(i) or Blackout Period) and without , during the period of any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterAllowable Grace Period.

Blackout Periods. CRIC Notwithstanding anything in Section 5.1 to the contrary, the Company shall have the right be entitled to postpone and delay the filing or effectiveness (but not the preparation) of a Registration Statement required pursuant to Section 2 any registration statement or 3 hereof during the offer or sale of any Registrable Shares thereunder (i) for reasonable periods of time in advance of the release of the Company’s quarterly and annual financial results and (ii) for reasonable periods of time, not in excess of an aggregate of sixty (60) calendar days in any twelve (12)-month period and in no event more than two (2) periods aggregating to not more than one hundred and twenty (120) days times in any twelve-month twelve (12)-month period (eachany such postponement and delay permitted by this Section 5.2 being, a “Blackout Period”), if (A) the Conflicts Committee determines in the event that (i) CRIC would, in the its good faith judgment that any such filing or effectiveness of CRIC’s Board a registration statement or the offering or sale of Directorsany Registrable Shares thereunder would (1) materially impede, be required to disclose in the prospectus information not materially delay or otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, pending or proposed material acquisition, merger, disposition of assetsdisposition, corporate reorganization or other similar material transaction involving the Company as to which the Company has taken substantial steps and is proceeding with reasonable diligence to effect, (2) materially adversely affect any registered underwritten public offering of the Company’s securities for the Company’s account as to which the Company has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or negotiations involving CRIC(3) require disclosure of material non-public information which, in the reasonable discretion of the Board, acting in good faith, would have a material adverse effect on the business, operations or management of the Company or any of its Affiliates if disclosed at such time or (B) the Conflicts Committee determines in its good faith judgment that it is necessary to amend or supplement the affected registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that (A) a Holder the Company shall be entitled, at any time after receiving give written notice to each Amneal Group Member that holds Registrable Shares of its determination to postpone or delay the filing of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one registration statement or other imposition of the permitted Demand Registrations and (B) CRIC shall delay during such a Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, and a general statement of the reasons reason for such postponement deferral and an approximation of the anticipated delay. After ; provided, further, that in the expiration event that the Company proposes to register shares of Class A Common Stock (other than in connection with a registered underwritten public offering of the Company’s securities for the Company’s account) during a Blackout Period, the Company shall not pursuant to this Section 5.2 be entitled to postpone or delay the filing or effectiveness of any Blackout Period (including upon public disclosure registration statement or the offer or sale of the information that was the reason for any Registrable Shares during such Blackout Period. Upon notice by the Company to Amneal Group of any such determination, each Amneal Group Member shall, except as required by applicable Law, keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any shares of Class A Common Stock pursuant to the registration statement for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and without promptly halt any further request from use, publication, dissemination or distribution of any Holderprospectus or prospectus supplement covering such Registrable Shares for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, CRIC if so directed by the Company, shall deliver to the Company any copies then in its possession of any such prospectus or prospectus supplement. A deferral of the filing or effectiveness of a registration statement or other imposition of a Blackout Period pursuant to this Section 5.2 shall be lifted as soon as practicable (subject to there being and in no other Blackout event later than the 46th calendar day in any 12-month period), and the Company shall promptly (and in any event within five (5) promptly Business Days) notify each Amneal Group Member, upon the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements circumstances giving rise to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterBlackout Period no longer being present.

Blackout Periods. CRIC Notwithstanding anything to the contrary contained in this Agreement, upon notice to Holders, the Company shall be entitled to suspend its obligation to file any Shelf Registration Statement, file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement, make any other filing with the SEC not otherwise required to be filed, cause any Shelf Registration Statement or other filing with the SEC to become or remain effective or suspend the use of the Prospectus included in any Shelf Registration Statement in the event that and for a period of time (provided, that the Company and the Guarantors shall have the right used their commercially reasonable best efforts to delay the filing or effectiveness of a file such Shelf Registration Statement required pursuant or cause such Shelf Registration Statement to Section 2 or 3 hereof during no more than two be declared effective, as applicable) (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), ) not to exceed more than 60 consecutive days or an aggregate of 90 days in any 12-month period if the event board of directors of the Company determines in good faith that (i) CRIC wouldthe disclosure of an event, in the good faith judgment of CRIC’s Board of Directors, occurrence or other item at such time (that would not otherwise be required to disclose be disclosed) required to be disclosed in the prospectus information not otherwise then required by law Prospectus or Shelf Registration Statement to permit the use thereof could reasonably be publicly disclosed expected to have a material adverse effect on the business, operations or prospects of the Company and the Guarantors, taken as a whole, (ii) in the good faith judgment of CRIC’s Board of Directors, there is disclosure otherwise relates to a reasonable likelihood that such disclosure, material corporate development or other business transaction (including any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, offering, acquisition, merger, disposition of assets, corporate reorganization or other material transaction significant transaction) involving the Company or negotiations involving CRIC; providedany of its direct or indirect subsidiaries which has not been publicly disclosed (and is not otherwise required to be disclosed), however, that (A) a Holder shall disclosure of which would be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant materially adverse to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give Company’s interests or (iii) changes in the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or related prospectus are required so that, as of such amendments or supplements to date, such Registration Statement or prospectus used in connection therewith as may be does not include an untrue statement of material fact or omit to state a material fact necessary to cause make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (provided, that nothing in this clause (iii) shall relieve the Company of its obligation to promptly update any such Registration Statement document to become effective as promptly as practicable thereafterthe extent provided elsewhere in this Agreement).

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 Section 2.3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-consecutive twelve (12) month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, provided that (A) a Requesting Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The chief executive officer of the Company shall promptly give the applicable Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including including, if required, upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holderthe Holders, CRIC the Company shall (subject to there being no other Blackout periodPeriod) promptly notify the applicable Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC (a) The Company shall have the right be entitled to postpone and delay the filing or effectiveness registration of Registrable Securities and may require that Holders immediately cease sales of shares pursuant to a Registration Statement required (a "BLACKOUT PERIOD") if (i) the Company is engaged or has publicly announced plans to engage, within 30 days of the time of the request, in a registered public offering in which the Holders may include Registrable Securities pursuant to Section 2 6 hereof, or 3 hereof during no more than two (2ii) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC such registration would, in the good faith judgment of CRIC’s the Board of DirectorsDirectors of the Company, be required require a disclosure in the Registration Statement of material non-public information in connection with a pending merger, reorganization, consolidation, or acquisition or disposition of assets that the Company is not otherwise obligated to disclose in and that would be materially detrimental to the prospectus information not otherwise then required by law Company (a "VALID BUSINESS REASON"), PROVIDED, HOWEVER, that: (i) the Company shall use reasonable best efforts to be publicly disclosed and minimize the length of any such period of delays or suspension, (ii) the Company shall not be permitted to so delay or suspend the Registration Statement for a period of more than 120 days in any 12 month period or for any longer than such Valid Business Reason Exists, (iii) once a Registration Statement has been filed prior to the good faith judgment giving of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action notice the Company may cause such Registration Statement to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; providedwithdrawn, however, that (A) a Holder shall be entitled, at once any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, the Company may not cause its effectiveness to withdraw be terminated and the Company may not postpone amending or supplementing such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations Statement and (Biv) CRIC if the Company shall delay during such Blackout Period the filing give any notice of postponement or effectiveness withdrawal of any Registration Statement required Statement, the Company shall not, during the period of postponement or withdrawal, register any capital stock of the Company, other than pursuant to a Registration Statement on Form S-4 or S-8 (or an equivalent registration form then in effect). (b) If the registration rights of other holders of any securities of CRIC. CRIC shall promptly give Company delays or suspends the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or requires the Holders to cease sales pursuant to Section 5(a), the Company shall, as promptly as practicable following the termination of the circumstance that entitled the Company to do so (but in no event later than 90 days after the date of the postponement), take such amendments or supplements to such Registration Statement or prospectus used in connection therewith actions as may be necessary to cause file or reinstate the effectiveness of such Registration Statement and give written notice to become all Holders authorizing them to resume sales pursuant to such Registration Statement. If as a result thereof the prospectus included in such Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to Holders given pursuant to this paragraph, and the Holders shall make no offers or sales of Registrable Securities pursuant to such Registration Statement other than by means of such revised prospectus. (c) If the Company shall postpone filing or shall withdraw any Registration Statement filed under Section 5(a), the Company shall not be considered to have effected an effective as promptly as practicable thereafterregistration for the purposes of this Section 5 until the Company shall have filed a new Registration Statement and such Registration Statement shall have been declared effective and shall not have been withdrawn and the Registrable Securities registered thereunder shall have been sold pursuant thereto in accordance with the intended plan and method of distribution therefor set forth in the final prospectus forming part of such Registration Statement.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of (a) (i) At any time when a Registration Statement required effected pursuant to Section 2 Article I relating to Registrable Securities is effective, upon written notice from the Company to a Holder that the board of directors of the Company (or 3 hereof during no more than two any duly appointed committee thereof) has determined in good faith, with the advice of counsel, that such Holder’s sale of Registrable Securities pursuant to the Registration Statement would be reasonably likely to require disclosure of material non-public information the disclosure of which would not otherwise be required to be disclosed (2) periods aggregating to provided that the Company shall not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose to such Holder any such material non-public information) and would be reasonably likely to have a material adverse effect on the Company or that such sale otherwise might not be in the prospectus information not otherwise then required by law best interests of the Company’s stockholders (an “Information Blackout”), such Holder shall suspend sales of Registrable Securities pursuant to be publicly disclosed such Registration Statement and (ii) in if, while a Registration Request Notice or other registration request is pending pursuant to Article I, the good faith judgment board of CRIC’s Board directors of Directors, there the Company (or any duly appointed committee thereof) determines that an Information Blackout is a reasonable likelihood that such disclosurerequired, or that any other action such filing or the offering of any Registrable Securities would be reasonably likely to be taken in connection with the prospectus, would materially and adversely affect or interfere with delay any significant proposed financing, offer or sale of securities, acquisition, merger, disposition of assetsdisposition, corporate reorganization or other material transaction involving the Company, the Company shall deliver to such Holder a certificate to such effect signed by its Chief Executive Officer or negotiations involving CRICChief Financial Officer, and the Company shall not be required to file a Registration Statement, Prospectus or any amendment or any supplement thereto pursuant to Articles I (a “Registration Delay”); provided, howeverthat any such suspension or postponement under (i) and (ii) of this Section 2.4(a) shall only continue until the earliest of: (1) the date upon which such material information is disclosed to the public or ceases to be material; (2) ten (10) days after the Company’s delivery of such written notice to such Holder; (3) in the case of clause (i) above, such time as the Company notifies such Holder that sales pursuant to such Registration Statement may be resumed; and (A4) in the case of clause (ii) above, the date upon which the financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction referred to therein concludes or is abandoned. The number of days from such suspension of sales by a Holder until the day when such sales may be resumed under clause (1), (2) or (3) hereof, or from the date of a notice of a Registration Delay until the date such affected registration process resumes under clause (1), (2) or (4) hereof, shall be entitledcalled a “Blackout Period”. In no event may the Company deliver more than two (2) notices, at collectively, of an Information Blackout and/or a Registration Delay in any time after receiving twelve (12) consecutive month period, and the aggregate number of days in which any Blackout Periods may be in effect in any twelve (12) consecutive month period shall not exceed one hundred twenty (120) days. (b) Any delivery by the Company of a written notice of such delay a Registration Delay following a registration request by a Holder pursuant to Section 1.1, and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one the effectiveness of the permitted Demand Registrations and related Registration Statement, or of a written notice of an Information Blackout during the sixty (B60) CRIC shall delay during such Blackout Period the filing or days immediately following effectiveness of any Registration Statement required effected pursuant to Article I, shall give such Holder the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders right, by written notice to the Company within twenty (20) Business Days after the end of such determination containingBlackout Period, to the extent permitted by law, a general statement cancel such registration and obtain one additional registration right during such calendar year under Article I. (c) The Company shall not effect any public offering of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of its securities during any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used than in connection therewith as may be necessary to cause with such Registration Statement to become effective as promptly as practicable thereafterproposed transaction described in Section 2.4(a).

Blackout Periods. CRIC E-House shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 Sections 2.1 or 3 2.2 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC E-House would, in the good faith judgment of CRICE-House’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICE-House’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICE-House; provided, however, that (A) a the Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC E-House shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICE-House. CRIC E-House shall promptly give the Holders Holder written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any the Holder, CRIC E-House shall (subject to there being no other Blackout period) promptly notify the Holders Holder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have the right (a) With respect to delay the filing any Demand Registration Statement, or effectiveness of a Registration Statement required amendment or supplement thereto, filed or to be filed pursuant to Section 2 2.01, if the Board of Directors determines, in its reasonable business judgment, that it would be materially disadvantageous to New DHC or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days any of its Subsidiares, because of the sale of Registerable Shares covered by such Demand Registration Statement or the disclosure of information therein or in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the related prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectusprospectus supplement, would materially and interfere with or otherwise adversely affect or interfere with in any significant financing, material respect any acquisition, merger, disposition of assetsfinancing, corporate reorganization or other material transaction or negotiations development involving CRIC; providedNew DHC or any such Subsidiary (a “Disadvantageous Condition”), howeverNew DHC may, for a reasonable period of time, but not more than the period that the Board of Directors reasonably determines that the Disadvantageous Condition continues to exist (A) a Holder “Blackout Period”), suspend the use or filing of, or the filing of an amendment or supplement to, such Demand Registration Statement. New DHC shall be entitled, at any time after receiving notice of such delay notify the Special Counsel and before the Holders that such Demand Registration Statement becomes effectiveis unavailable for use (or will not be filed as requested) promptly following the determination of a Blackout Period by the Board of Directors. Upon the receipt of any such notice, the Holders shall forthwith discontinue use of the prospectus contained in an effective Demand Registration Statement. When any Disadvantageous Condition shall cease to exist, New DHC shall promptly notify the Special Counsel and each Holder and promptly take any and all actions necessary to permit the Holders to deliver a current prospectus or, in the case where the Demand Registration Statement has not yet been filed, to withdraw such request and, if such request is withdrawn, file such Demand Registration Statement. The Holders shall cause any director of New DHC that is a Series A Preferred Stock Director to recuse himself or herself from any decision made pursuant to this Section 2.04(a). (b) If New DHC declares a Blackout Period with respect to a Demand Registration Statement that has not yet been declared effective, the Holders whose Registrable Shares were to be included in such Demand Registration Statement may withdraw their Demand Request therefor (and such request shall not count as one of the permitted three Demand Registrations and (BRequests referred to in the last sentence of Section 2.01) CRIC shall delay during without such Blackout Period the filing or effectiveness request counting as a revocation of any Registration Statement required pursuant to the registration rights a Demand Request for purposes of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containingSection 2.02, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite liability for Registration Statement or such amendments or supplements Expenses relating to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterrevoked Demand Request.

Blackout Periods. CRIC shall have Notwithstanding anything to the right contrary contained herein (other than as set forth in Section 2.1 hereof), for a period not to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and exceed twenty (12020) consecutive calendar days and not to exceed sixty (60) calendar days in any twelve-month period (each, each a “Blackout Black Out Period”), provided that there must be an interim period of at least sixty (60) consecutive days between the end of one Black Out Period and the beginning of another Black Out Period, the Company will not be required to file any registration statement pursuant to this Agreement, file any amendment thereto, furnish any supplement to a prospectus included in a registration statement pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the event that SEC required pursuant to this Agreement, cause any registration statement or other filing with the SEC to become effective, or take any similar action, and any and all sales of Registrable Securities by the Investors pursuant to an effective registration statement shall be suspended: (i) CRIC if an event has occurred and is continuing as a result of which any such registration statement or prospectus would, in the Company’s reasonable judgment based on advice of outside counsel to the Company, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) if the Company notifies the Investors that such actions would, in the good faith judgment of CRIC’s Board outside counsel to the Company, require the disclosure of Directors, material non-public information which the Company has a bona fide business purpose for preserving as confidential and which the Company would not otherwise be required to disclose or (iii) if the Company notifies the Investors that, in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the Company’s good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection (after consultation with the prospectusCompany’s proposed managing underwriter, would materially and adversely affect initial purchaser or interfere with any significant financingoutside financial advisor), acquisitionit is necessary to suspend sales of Registrable Securities by the Investors, mergerto facilitate a pending or proposed public or Rule 144A offering by the Company or Common Stock or Common Stock Equivalents, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that the Company (AX) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be able to exercise any rights under this clause (iii) during the first three (3) months following the date hereof, and (Y) shall only be able to use its blocking rights under this clause (iii) for a period not to exceed 15 consecutive days and not more than two times in any twelve month period. Upon the termination of the condition described in clauses (i), (ii) or (iii) of above, the Company shall promptly give written notice to the Investors and shall promptly file any registration statement or amendment thereto required to be filed by it pursuant to this Agreement, furnish any prospectus supplement or amendment required to be furnished pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the SEC required of it or terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as one contemplated by this Agreement. If the Company does not take the foregoing action as required to permit the Investors to sell the Registrable Securities upon the end of the permitted Demand Registrations and (B) CRIC relevant Black Out Period, the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant pay to the registration rights Investors the Delay Fee for the number of other holders of any securities of CRIC. CRIC shall promptly give days that the Holders written notice of such determination containing, Investors are unable to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersell Registrable Securities.

Blackout Periods. CRIC shall have the right to delay the filing The Company may suspend ComVest's sale or effectiveness transfer of Registrable Securities under a Registration Statement required pursuant if the Company shall furnish to Section 2 or 3 hereof during no more than two ComVest a certificate (2the "Grace Period Notice") periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in signed by the event Chief Executive Officer of the Company stating that (i) CRIC would, in the good faith judgment of CRIC’s the Board of Directors, Directors of the Company it would be required seriously detrimental to disclose in the prospectus information Company or its stockholders for such sales or transfers not otherwise then required by law to be publicly disclosed and suspended (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC"Grace Period"); provided, however, that the Company shall not so suspend ComVest unless it similarly suspends the sale or transfer of securities by any other holder of securities of the Company whose securities are covered by the same or another Registration Statement (A) expressly including holders of securities under the Existing Registration Rights Agreements). In such event, the Company's obligations under this Agreement to seek to have a Holder Registration Statement declared effective or kept effective shall be entitledsuspended for a Grace Period not to exceed thirty (30) consecutive days during any ninety (90)-day period; provided, at however, that the Company may not exercise this right for more than seventy-five (75) days in any time after receiving notice one annual period (an "Allowable Grace Period"); provided, further, however, that the Company may not exercise this right unless it also suspends the effectiveness of such delay and before such Demand any other Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand (expressly including the Existing Registration shall not count as one Statement or any other Registration Statement of the permitted Demand Registrations Company with respect to the securities of the Company covered by the Existing Registration Rights Agreements) for the same amount of time. Subject to the similar suspension of all other holders of securities of the Company whose securities are covered by the same or another Registration Statement, ComVest agrees that, upon receipt of any notice from the Company of a Grace Period Notice, ComVest (and (Bits directors, officers, members and Affiliates) CRIC shall delay immediately discontinue disposition of its Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until ComVest's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e) hereof or receipt of notice from the Company that no such supplement or amendment is required. During any Grace Period during such Blackout which the Registrable Securities are suspended from trading, then no other Registration Statements shall be declared effective. Similarly, during any Grace Period during which the filing or effectiveness of any Registration Statement required pursuant to covering the registration rights of Registrable Securities is suspended, then trading under any other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may shall be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersimilarly suspended.

Blackout Periods. CRIC (a) With respect to any Registration Statement, or amendment or supplement thereto, whether filed or to be filed pursuant to this Agreement, if the General Counsel of the Issuer shall have determine, in its good faith judgment, that to maintain the right to delay the filing or effectiveness of such Registration Statement or file an amendment or supplement thereto (or, if no Registration Statement has yet been filed, to file such a Registration Statement required pursuant to Section 2 Statement) would (i) require the public disclosure of material non-public information concerning any transaction or 3 hereof during no more than two negotiations involving the Issuer or any of its consolidated subsidiaries that would materially interfere with such transaction or negotiations, (2ii) periods aggregating to not more than one hundred require the public disclosure of material non-public information concerning the Issuer at a time when its directors and twenty executive officers are restricted from trading in the Issuer’s securities, or (120iii) days in any twelve-month otherwise materially interfere with material financing plans, acquisition activities or business activities of the Issuer (a “Disadvantageous Condition”), the Issuer may, for the shortest period reasonably practicable (each, a “Blackout Period”), and in any event for not more than 60 consecutive days, notify the Lead Holder and the other Holders whose sales of Registrable Securities are covered (or to be covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice, any Holder shall have sold its Registrable Shares (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, then the Issuer shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such shares. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist or, if earlier, the expiration of the Blackout Period, the Issuer shall as promptly as reasonably practicable notify the Lead Holder and such other Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. If a Blackout Period occurs during the Effectiveness Period of any Demand Registration Statement, the Effectiveness End Date in respect of such Registration Statement shall be extended for a number of days equal to the total number of days during which the distribution of Registrable Shares included in such Registration Statement was suspended under this Section 2.05(a). The Issuer shall not impose, in any 360 calendar day period, Blackout Periods lasting, in the event aggregate, in excess of 120 calendar days. (b) If the Issuer declares a Blackout Period with respect to a Demand Registration Statement that has not yet been declared effective, (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required Lead Holder may by notice to disclose in the prospectus information not otherwise then required by law Issuer withdraw the related Demand Request without such Demand Request counting against the four Demand Requests permitted to be publicly disclosed made under Section 2.01 and (ii) in neither the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or Lead Holder nor any other action to Holder will be taken in connection with responsible for the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Issuer’s related Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterExpenses.

Blackout Periods. CRIC shall have The Company may suspend the right to delay the filing Holders' sale or effectiveness transfer of Registrable Securities under a Registration Statement required pursuant if the Company shall furnish to Section 2 or 3 hereof during no more than two the Holders a certificate (2the "Grace Period Notice") periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in signed by the event Chief Executive Officer of the Company stating that (i) CRIC would, in the good faith judgment of CRIC’s the Board of Directors, Directors of the Company it would be required seriously detrimental to disclose in the prospectus information Company or its stockholders for such sales or transfers not otherwise then required by law to be publicly disclosed and suspended (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC"Grace Period"); provided, however, that the Company shall not so suspend the Holders unless it similarly suspends the sale or transfer of securities by any other holder of securities of the Company whose securities are covered by the same or another Registration Statement (Aexpressly including the holders of securities under the Existing Registration Rights Agreements). In such event, the Company's obligations under this Agreement to seek to have a Registration Statement declared effective or kept effective shall be suspended for a Grace Period not to exceed thirty (30) consecutive days during any ninety (90)-day period; provided, however, that the Company may not exercise this right for more than seventy-five (75) days in any one year period (an "Allowable Grace Period"); provided, further, however, that the Company may not exercise this right unless it also suspends the effectiveness of any other Registration Statement (expressly including the Existing Registration Statement or any other Registration Statement of the Company with respect to the securities of the Company covered by the Existing Registration Rights Agreements) for the same amount of time. Subject to the similar suspension of all other holders of securities of the Company whose securities are covered by the same or another Registration Statement, each Holder agrees that, upon receipt of any notice from the Company of a Grace Period Notice, such Holder shall be entitled, at immediately discontinue disposition of its Registrable Securities pursuant to any time after receiving notice of Registration Statement(s) covering such delay and before Registrable Securities until such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one Holder's receipt of the permitted Demand Registrations and (Bcopies of the supplemented or amended prospectus contemplated by Section 4(e) CRIC hereof or receipt of notice from the Company that no such supplement or amendment is required. During any Grace Period during which the Registrable Securities are suspended from trading, then no other Registration Statements shall delay be declared effective. Similarly, during such Blackout any Grace Period during which the filing or effectiveness of any Registration Statement required pursuant to covering the registration rights of Registrable Securities is suspended, then trading under any other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may shall be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersimilarly suspended.

Blackout Periods. CRIC shall have Notwithstanding anything in this Agreement to the right contrary, with respect to delay any Registration Statement, or amendment or supplement thereto, whether filed or to be filed pursuant to this Agreement, if the filing Company delivers to the Holders whose sales of Registrable Securities are covered (or effectiveness of a to be covered) by such Registration Statement required pursuant to Section 2 a notice signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or 3 hereof during no more than two General Counsel (2or other Person holding a similar position) periods aggregating to not more than one hundred and twenty of the Company (120) days in any twelve-month period (each, a “Blackout PeriodNotice”), in the event that (i) CRIC wouldstating that, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and General Counsel (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other Person holding a similar position) of the Company, maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, the filing of such a Registration Statement) would reasonably likely (i) require the public disclosure of material non-public information concerning any material development, state of facts, transaction or negotiations involving CRICthe Company or any of its Subsidiaries, (ii) require the public disclosure of material non-public information concerning the Company at a time when its directors and executive officers are restricted from trading in the Company’s securities pursuant to a Company policy with respect to “black-out periods” or (iii) would adversely affect or jeopardize, in each case in any material respect, a significant acquisition, corporate reorganization, or other similar transaction involving the Company, then the Company shall have the right to defer taking action with respect to such filing (including maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, the filing of such a Registration Statement)) for a reasonable period of not more than ninety (90) days (a “Blackout Period”); provided that the Company may not invoke this right more than 120 days in the aggregate in any consecutive twelve (12) month period; and, provided, howeverfurther that the Company shall not register any securities for its own account or that of any other shareholder during any Blackout Period, that other than: pursuant to (A) a Holder shall be entitled, at any time after receiving notice registration relating to the sale of such delay and before such Demand Registration Statement becomes effective, securities to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one employees of the permitted Demand Registrations and Company or a subsidiary pursuant to a stock option, stock purchase or similar plan; (B) CRIC shall delay during a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (C) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. Upon the receipt of any such Blackout Notice, during the Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give set forth in such notice, the Holders written notice of such determination containing, to the extent permitted by law, a general statement shall forthwith discontinue use of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of prospectus contained in any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite effective Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterStatement.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2, 3 or 3 4 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Company shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have Parent may, by written notice to the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two Securityholder Representative (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (eacheach such notice, a “Blackout PeriodNotice”), (a) delay the filing of the Registration Statement or a request for acceleration of the effective date or (b) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to any Registration Statement in the event that (i) CRIC wouldParent is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Parent desires to keep confidential for business reasons, if Parent determines in the good faith judgment that the public disclosure requirements imposed on Parent under the Securities Act in connection with such Registration Statement would require at that time disclosure of CRIC’s Board of Directorssuch activity, be required transaction, preparations or negotiations and such disclosure could result in imminent and material harm to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and Parent or (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action event occurs that makes any statement of a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in such Registration Statement in order to be taken in connection with make the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICstatements therein not misleading; provided, howeverthat Parent may not postpone the filing of, that (A) a Holder shall be entitledor suspend trading under, at any time after receiving notice of such delay and before such Demand the Registration Statement becomes effectivepursuant to this Section 6.03(d) for more than sixty (60) days in the aggregate during the Registration Period (it being understood and agreed that, during any such postponement or suspension, Parent shall (w) use good faith efforts to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of limit the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness duration of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period or suspension period, (including upon public disclosure of the information that was the reason for such Blackout Periodx) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its commercially reasonable best efforts to prepare and file with the SEC such amendments and supplements to the requisite Registration Statement or any Prospectus as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by Resale Registration Statement, (y) not register any securities for sale by Parent (other than in connection with a Registration Statement on Form S-8) or for resale by any other securityholders and (z) suspend the usage of all other then-effective registration statements and related prospectuses (other than in connection with a Registration Statement on Form S-8 registering securities for sale by Parent)). If Parent suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section 6.03(d), Parent shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Parent to do so, take such amendments actions as may be reasonably necessary to file or supplements reinstate the effectiveness of such Registration Statement and give written notice to the Securityholder Representative authorizing all Holders of Registrable Securities to resume sales pursuant to such Registration Statement. If as a result thereof the Prospectus included in any Registration Statement has been amended to comply with the requirements of the Securities Act, Parent shall enclose such revised Prospectus with the notice to the Securityholder Representative given pursuant to this Section 6.03, and the Holders of Registrable Securities shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised Prospectus. Parent need not specify the nature of the event giving rise to any delay or prospectus used suspension in connection therewith as any notice to Holders of Registrable Securities. For the avoidance of doubt, the restrictions in this paragraph shall be in addition to any normal quarterly blackouts that may be necessary apply to cause directors, officers and employees of Parent following the Closing pursuant to Parent’s xxxxxxx xxxxxxx policies (but only to the extent an Accredited Investor is subject to such Registration Statement to become effective as promptly as practicable thereafterinside trading policies).

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in In the event that (i) CRIC wouldany Holder is unable to sell all of its Registrable Securities under the Registration Statement, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that than during (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count Permitted Suspension Period (as one of the permitted Demand Registrations and defined in paragraph 2(f) below) or (B) CRIC shall delay during such Blackout in addition to any Permitted Suspension Period, any Post-Effective Amendment Period the filing or effectiveness (as defined below), including without limitation by reason of any Registration Statement required pursuant suspension or stop order with respect to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or the fact that an event has occurred as a result of which the prospectus (including any supplements to thereto) included in such Registration Statement then in effect includes an untrue statement of material fact or prospectus used in connection therewith as may omits to state a material fact required to be stated therein or necessary to cause such make the statements therein not misleading in light of the circumstances then existing, or the number of shares of Common Stock covered by the Registration Statement is insufficient at such time to become make such sales, but excluding any general suspension of trading of all securities on the market where the Common Stock is traded, then the Company shall pay in cash to each Holder a default payment at the Default Payment Rate times the Aggregate Market Value of the Registrable Securities issuable or issued and then held by such Holder (such number of issuable securities to be calculated without regard to any limitation on the exercise or conversion of the Warrants or any Convertible Securities) for each 30-day period (or portion thereof) from and after the date on which such Holder is unable to sell its Registrable Securities under the Registration Statement (after giving effect to any Permitted Suspension Period) until such Holder is able to sell all of the Registrable Securities under the Registration Statement. For purposes hereof, "POST-EFFECTIVE AMENDMENT PERIOD" shall mean a period, not to exceed thirty (30) consecutive Business Days or ninety (90) calendar days in any twelve month period, that occurs while the Company is ineligible to use Form S-3 and during which the Company is required, on the reasonable advice of its outside counsel, to file a post-effective as promptly as practicable thereafteramendment to the Registration Statement in order to correct or supplement an untrue statement of material fact or an omission to state a material fact required to be stated therein or in the related prospectus or necessary to make the statements therein or in the related prospectus not misleading in light of the circumstances then existing or otherwise to comply with applicable securities laws and regulations.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 Sections 3 and 4 hereof or 3 hereof suspend sales under any Shelf Registration Statement filed hereunder during no more than two three (23) periods aggregating to not more than one hundred and twenty (120) 90 days in any twelve-month period (each, a “"Blackout Period”), ") in the event that (i) CRIC the Company would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus Prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith reasonable judgment of CRIC’s the Company's Board of Directors, (a) there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other similar transaction involving the Company or (b) there is a reasonable likelihood that such disclosure would materially and adversely affect or interfere with the best interests of the Company or its shareholders and such disclosure relates to material transaction or negotiations involving CRIClegal and regulatory developments; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Company shall delay during such Blackout Period the filing or effectiveness of of, or suspend sales under, any Registration Statement required pursuant to the registration rights of other the holders of any other securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After Notwithstanding anything else herein to the expiration contrary, the Company shall not be required to disclose to the Holders any of the facts or circumstances regarding material non-public information giving rise to any Blackout Period (including upon public disclosure Period. The Holders agree that, as a condition to their rights under this Agreement, they will treat all notices of the proposed registrations and all information that was the reason for such relating to any Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file Periods with the SEC the requisite Registration Statement or strictest confidence and will not disseminate such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterinformation.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 Sections 3 and 4 hereof or 3 hereof suspend sales under any Shelf Registration Statement filed hereunder during no more than two three (23) periods aggregating to not more than one hundred and twenty (120) 90 days in any twelve-month period (each, a “Blackout Period”), ) in the event that (i) CRIC the Company would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus Prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith reasonable judgment of CRICthe Company’s Board of Directors, (a) there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other similar transaction involving the Company or (b) there is a reasonable likelihood that such disclosure would materially and adversely affect or interfere with the best interests of the Company or its shareholders and such disclosure relates to material transaction or negotiations involving CRIClegal and regulatory developments; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Company shall delay during such Blackout Period the filing or effectiveness of of, or suspend sales under, any Registration Statement required pursuant to the registration rights of other the holders of any other securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After Notwithstanding anything else herein to the expiration contrary, the Company shall not be required to disclose to the Holders any of the facts or circumstances regarding material non-public information giving rise to any Blackout Period (including upon public disclosure Period. The Holders agree that, as a condition to their rights under this Agreement, they will treat all notices of the proposed registrations and all information that was the reason for such relating to any Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file Periods with the SEC the requisite Registration Statement or strictest confidence and will not disseminate such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterinformation.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 2.2 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board board of Directorsdirectors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Company shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter. Notwithstanding anything herein to the contrary, (i) the Priority Period shall automatically be extended by the duration of any Blackout Periods occurring during the Priority Period and, if any Holder has exercised a Demand Registration, thereafter until the completion of the offer of the Registrable Securities covered by any such Demand Registration, and (ii) the Commitment Period shall automatically be extended by the duration of any Blackout Periods occurring during the Commitment Period.

Blackout Periods. CRIC With respect to any registration statement filed or to be filed pursuant to this Section 2, if the Company shall have determine, in its good faith judgment, that to maintain the right to delay the filing or effectiveness of such registration statement (or, if no registration statement has yet been filed or become effective, to file such a Registration Statement required pursuant registration statement or cause it to Section 2 or 3 hereof during no more than two (2become effective) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that would (i) CRIC would, in require the good faith judgment public disclosure of CRIC’s Board of Directors, be required to disclose in the prospectus material non-public information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or concerning any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company or any of its affiliates that would materially interfere with such transaction or negotiations or (ii) otherwise require premature disclosure of information, in either case that would be materially disadvantageous (a "DISADVANTAGEOUS CONDITION"), the Company may, for the shortest period possible, notify the Selling Shareholders and the Seller that such registration statement is unavailable for use; provided, however, that (A) the Company shall not exercise such rights for a Holder shall be entitled, at any time after receiving notice period of more than 45 days from the date of delivery of such delay notice to the Seller and before the Selling Shareholders, and in any event when aggregated with any other Disadvantageous Suspension or Regulatory Suspension not more than an aggregate of 90 days in any 365-day period. If the Company exercises such Demand Registration Statement becomes effectiveright, it will provide written notice thereof to withdraw the Seller and the Selling Shareholders and the Seller, and upon the receipt of any such request andnotice, the Selling Shareholders shall forthwith discontinue use of the prospectus contained in such registration statement as provided in this Section 2(d) ("DISADVANTAGEOUS SUSPENSION"), subject to the payment of Liquidated Damages pursuant to Section (b); provided, that, if such request is withdrawn, such Demand Registration shall not count as one at the time of the permitted Demand Registrations receipt of such notice any of the Seller and Selling Shareholder shall have sold Registrable Securities (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant have signed a firm commitment underwriting agreement with respect to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice purchase of such determination containing, securities) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the extent permitted by lawRegistration Statement, a general statement of then the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and Company shall use its reasonable best efforts to prepare take such action as will permit such securities to be timely delivered. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Selling Shareholders and file with the SEC the requisite Registration Statement or such amendments or supplements Seller to such Registration Statement or prospectus used effect. Liquidated Damages shall accrue commencing on and including the date of delivery to the Seller and the Selling Shareholders of the notice of a Disadvantageous Suspension and shall continue until the date of delivery of the notice of cessation referenced in connection therewith as may the preceding sentence, and payment for any such Liquidated Damages shall be necessary to cause made no later than the first Trading Day of each calendar month immediately following any date such Registration Statement to become effective as promptly as practicable thereafterLiquidated Damages are accrued.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 Section 2.3 hereof during no more than two (2) periods aggregating to not once or for more than one hundred and twenty a total of ninety (12090) days in any twelve-consecutive twelve (12) month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, provided that (A) a Requesting Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the applicable Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including including, if required, upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holderthe Holders, CRIC the Company shall (subject to there being no other Blackout periodPeriod) promptly notify the applicable Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC (a) The Holder shall have suspend the right use of the Registration Statement and sales of Registration Shares during each period beginning five (5) days prior to delay the end of each fiscal quarter of the Company and ending on the first Business Day following the day on which the Company’s publicly available conference call discussing results for the most recently completed fiscal quarter is held; provided that the Company may, in its sole discretion, by written notice to the Holder waiver the suspension period or reduce the length of the suspension period. (b) After the filing or effectiveness of the Registration Statement, subject to the provisions of this Subsection 2.2(b) and a good faith determination by the Chief Executive Officer and the General Counsel of the Company that it is in the best interests of the Company to suspend the use of the Registration Statement required pursuant Statement, the Company, by written notice to Section 2 or 3 hereof during the Holder, may direct the Holder to suspend sales of the Registration Shares for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that earlier of (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required date upon which any material non-public information that is a basis for such determination is disclosed to disclose in the prospectus information not otherwise then required by law public or ceases to be publicly disclosed and material or (ii) ninety (90) days after the Company makes such determination) if any of the following events shall occur: (A) the Chief Executive Officer and the General Counsel of the Company in the good faith judgment determine that (x) the continued use of CRIC’s Board of Directors, there the Registration Statement is a reasonable likelihood that such disclosure, or any other action reasonably likely to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant a material financing, acquisition, mergerdisposition, disposition of assets, corporate reorganization merger or other comparable transaction involving the Company or (y) disclosure of material transaction non-public information is reasonably likely to have a material adverse effect on the Company and, in each of (x) and (y), the continued use of the Registration Statement would require the disclosure of material non-public information not otherwise required to be disclosed under applicable law; or negotiations involving CRIC(B) the Chief Executive Officer and the General Counsel of the Company shall have determined in good faith that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (x) including any prospectus required under Section 10(a)(3) of the Securities Act; provided(y) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment thereto) that, howeverindividually or in the aggregate, that represents a fundamental change in the information set forth therein; or (z) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information (the circumstances set forth in clauses (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period above are referred to as a “Suspension Event”). Upon the filing or effectiveness occurrence of any Registration Statement required pursuant to such Suspension Event, the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and Company shall use its commercially reasonable best efforts to prepare and file with promptly amend or supplement the SEC the requisite Registration Statement on a post-effective basis or to take such amendments or supplements action as is necessary to such permit resumed use of the Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterpossible.

Blackout Periods. CRIC If the Board of Directors shall have determine, in its good faith judgment, that to effect or maintain the right to delay the filing or effectiveness of a the Shelf Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that would (i) CRIC would, in require the good faith judgment public disclosure of CRIC’s Board of Directors, be required to disclose in the prospectus material non-public information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or concerning any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; providedParent or any of its Affiliates that the Board of Directors believes, howeverin good faith, would materially interfere with such transaction or negotiations or (ii) otherwise require premature disclosure of information, in either case that the Board of Directors believes, in good faith, would be significantly disadvantageous to Parent or any of its Affiliates (A) a Holder shall be entitled"Disadvantageous Condition"), at then Parent may, for a period not to exceed 45 calendar days and in any time after receiving notice of event, as to any particular Registrable Securities, for no more than 90 calendar days in the aggregate during the Applicable Effective Period for such delay and before such Demand Registrable Securities, notify those Securityholders who are named in the Shelf Registration Statement becomes effectiveand who have Registrable Securities covered thereby that such registration statement is unavailable for use. Upon the receipt of any such notice, to withdraw such request and, if such request is withdrawn, such Demand Registration the Securityholders shall not count as one forthwith discontinue use of the permitted Demand Registrations and (B) CRIC prospectus contained in the Shelf Registration Statement. Parent shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with Securityholders who are named in the SEC the requisite Shelf Registration Statement or such amendments or supplements and who have Registrable Securities covered thereby when a Disadvantageous Condition shall cease to such exist and the Shelf Registration Statement or prospectus used in connection therewith as may be necessary is again available for use. In the event of a suspension pursuant to cause such this Section 2.03, the Applicable Effective Period of the Shelf Registration Statement shall be extended for a number of days equal to become effective as promptly as practicable thereafterthe total number of days for which the distribution of Registrable Securities included in the Shelf Registration Statement by the Securityholders named in the Shelf Registration Statement has been suspended under this Section 2.03.

Blackout Periods. CRIC With respect to any Registration Statement filed or to be filed pursuant to this Section 2.01, if OpenTV shall have determine, in its good faith judgment, that to maintain the right to delay the filing or effectiveness of such Registration Statement (or, if no Registration Statement has yet been filed, to file such a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2Statement) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that would (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, interfere with or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations development involving CRICOpenTV or any of its Affiliates, or (ii) require OpenTV to disclose matters that otherwise would not be required to be disclosed at such time (each, a "Disclosure Condition"), OpenTV may, for a period of not more than 120 days from the date of such determination, require the suspension by each Holder of the distribution of any Registrable Securities (or, if no Registration Statement has yet been filed, delay the filing thereof) by giving notice to each Holder; provided, however, that (A) no single suspension shall extend for more than 120 days without the written consent of the affected Holder(s), nor may the aggregate number of days in which the Holders are subject to a Holder shall be entitled, at suspension during any time after receiving period of 12 consecutive months exceed 150 days. Any such notice of such suspension or delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall need not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of specify the reasons for such postponement suspension or delay if OpenTV determines, in its good faith judgment, that doing so could interfere with or adversely affect any such transaction or result in a Disclosure Condition. In the event that such notice is given, then until OpenTV has determined, in its good faith judgment, that such registration and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) offering would no longer result in a Disclosure Condition and without any further request from any has given notice thereof to each Holder, CRIC shall (subject OpenTV's obligations under Section 2.01(b) will be suspended. In the event of a suspension pursuant to there being no other Blackout period) promptly notify this Section 2.01(d), the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to Effectiveness Period of such Registration Statement or prospectus used shall be extended for a number of days equal to the total number of days for which the distribution of Registrable Securities included in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterby the Holder has been suspended under this Section 2.01(d).

Blackout Periods. CRIC The Company shall have the right to withdraw or delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) 180 days in any twelve-month period (each, a “Blackout Period”), ) if the Board of Directors of the Company determines in the event good faith that (i) CRIC wouldrequired disclosure of information in any related Registration Statement, in prospectus or prospectus supplement at such time would have a material adverse effect on the good faith judgment of CRICCompany’s Board of Directorsbusiness, operations or prospects or (ii) a material business transaction that has not yet been publicly disclosed would be required to disclose be disclosed in a Registration Statement, prospectus or prospectus supplement and such disclosure would jeopardize the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosuresuccess of, or any other action to be taken in connection prohibited by the Company’s nondisclosure obligations with the prospectusrespect to, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICsuch transaction; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration the Company shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such be entitled to initiate a Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containingunless it shall, to the extent permitted by law, a general statement agreements with other security holders of the reasons for Company, concurrently prohibit sales by such postponement and an approximation other security holders under registration statements covering securities held by such other security holders. The Company shall have no obligation to include in any such notice any reference to or description of the anticipated delayfacts based upon which the Company is delivering such notice. After If the expiration Company shall so postpone the filing of any a Registration Statement, the Holders of Registrable Securities to be registered shall have the right to withdraw the request for registration by giving written notice from the Holders of a majority of the Registrable Securities that were to be registered to the Company within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Blackout Period (including upon public disclosure and, in the event of such withdrawal, such request shall not be counted for purposes of determining the information that was the reason number of requests for such Blackout Period) and without any further request from any Holder, CRIC shall (subject registration to there being no other Blackout period) promptly notify which the Holders and shall use its reasonable best efforts of Registrable Securities are entitled pursuant to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to this Agreement). If such Registration Statement or is withdrawn, upon receipt of any notice of a Blackout Period, the Holders shall forthwith discontinue use of the prospectus used contained in connection therewith as may be necessary to cause such Registration Statement and, if so directed by the Company, such Holders shall deliver to become effective as promptly as practicable thereafterthe Company all copies, other than permanent file copies, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus material non-public information that the Company has a bona fide business purpose for preserving as confidential and that is not otherwise then required by law to be publicly disclosed and disclosed, (ii) the Company determines that the prospectus requires amendment or supplement due to the happening of any event that comes to the attention of the Company and as a result of which the prospectus would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (iii) in the good faith judgment of CRICthe Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosuredisclosure of material non-public information, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, that (A) a Holder Selling Shareholder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the Holders Selling Shareholder written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the material non-public information that was the reason for such Blackout Period) and without any further request from any HolderSelling Shareholder, CRIC the Company shall (subject to there being no other Blackout period) promptly notify the Holders Selling Shareholder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC Notwithstanding anything to the contrary set forth in this Agreement, the Issuer’s obligation under this Agreement to use commercially reasonable efforts to cause the Shelf Registration Statement and any filings with any state securities commission to be made or to become effective, to maintain the effectiveness of, or to amend or supplement the Shelf Registration Statement shall be suspended if, (A) in the good faith and reasonable judgment of the Issuer’s Board of Directors, (i) such action would require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Issuer or any of its Affiliates that would materially interfere with such transaction or negotiations and that would be significantly disadvantageous to the Issuer or its Affiliates, or (ii) such action would materially and adversely affect the Issuer or the trading in its Common Stock or (B) such action would require the inclusion of financial statements of any business acquired, or proposed to be acquired, by the Issuer that are not then available (a “Disadvantageous Condition”), but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 90 days. In the case of a Disadvantageous Condition described in clause (B) of the preceding sentence, the Issuer shall use commercially reasonable efforts to obtain such financial statements as promptly as practicable. In no event shall a Disadvantageous Condition be deemed to have occurred as a result of the Issuer’s plans to engage in a registered public offering of Common Stock. The Issuer agrees not to exercise the rights set forth in this Section 2.01(d) more than once in any twelve month period. In the event SPO makes the Demand Request during the occurrence of a Disadvantageous Condition, the Issuer shall promptly notify SPO of the existence of such Disadvantageous Condition and SPO shall have the right to delay withdraw the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two Demand Request (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise which shall then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one a Demand Request for purposes of the permitted Demand Registrations and (Blast sentence of Section 2.01(a) CRIC shall delay during such Blackout Period hereof). Upon the filing or effectiveness receipt of any Registration Statement required pursuant such notice at a time when an effective registration statement is in effect, SPO shall cause each Stockholder to forthwith discontinue use of the prospectus contained in such registration statement provided, that, if at the time of receipt of such notice any Stockholder shall have sold Registrable Shares and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give Shelf Registration Statement, then the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and Issuer shall use its commercially reasonable best efforts to prepare and file with take such action as will permit such securities to be timely delivered. At such time as any Disadvantageous Condition shall cease to exist, the SEC the requisite Registration Statement or such amendments or supplements Issuer shall promptly notify SPO to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftereffect.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of (1) At any time when a Registration Statement required relating to Registrable Securities is effective, upon written notice of an Information Blackout from the Company to holders of Registrable Securities, the selling holders of Registrable Securities shall suspend sales of Registrable Securities pursuant to such Registration Statement until the earlier of: (i) termination of the Blackout Period, or (ii) such time as the Company notifies the selling holders of Registrable Securities that sales pursuant to such Registration Statement may be resumed (the number of days from such suspension of sales by the selling holders of Registrable Securities until the day when such sales may be resumed hereunder is hereinafter called a "Sales Blackout Period"). (2) Any delivery by the Company of notice of an Information Blackout during the 90 days immediately following effectiveness of any registration statement effected pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating shall give the selling holders of Registrable Securities the right, by written notice to not more than one hundred and twenty (120) the Company within 10 days in any twelve-month period (each, a “Blackout Period”), in after the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice end of such delay and before such Demand Registration Statement becomes effectiveperiod, to withdraw cancel such request and, if registration and such request is withdrawn, such Demand Registration registration shall not count as one a Demand Registration under Section 3 hereof. (3) If there is an Information Blackout and the selling holders of Registrable Securities do not exercise their cancellation right, if any, pursuant to (2) above, or, if such cancellation right is not available, the time period set forth in Section 3(c) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities as to which any registration is being effected may require the Company to furnish to it such information and documents as such holders may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness happening of any Registration Statement required pursuant event of the kind described in paragraph (i) above, such holder shall forthwith discontinue disposition of Registrable Securities until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by paragraph (i) above, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such holder's possession, of the Prospectus covering such Registrable Securities at the time of receipt of such notice. Each holder of Registrable Securities agrees that it will immediately notify the Company at any time when a prospectus relating to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, Registrable Securities is required to be delivered under the Securities Act of the happening of an event as a result of which information previously furnished by such holder to the extent permitted by law, a general Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the reasons for such postponement and an approximation statements therein not misleading in light of the anticipated delaycircumstances in which they were made. After In the expiration event the Company or a holder shall give any such notice, the time periods mentioned in Section 3(c) hereof shall be extended by the number of any Blackout Period (days during the period from and including upon public disclosure the date of the information that was giving of such notice to and including the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended prospectus used contemplated by paragraph (i) above or is advised in connection therewith as writing by the Company that the use of the Prospectus may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterresumed.

Blackout Periods. CRIC The Company shall have the right to (a) delay the filing or effectiveness of a the Registration Statement required pursuant to Section 2 1 hereof or 3 (b) suspend the availability of the Registration Statement required pursuant to Section 1 hereof and the related prospectus during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month such period as shall be reasonably necessary (each, a “Blackout Period”)) in the event of (i) the issuance by the Commission of a stop order with respect to the Registration Statement or the initiation of proceedings with respect to the Registration Statement under the Securities Act, (ii) the occurrence of any event or the existence of any fact as a result of which (A) the Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) the prospectus shall contain any untrue statement of a material fact or omit to statement any material fact required to be stated therein or necessary to make the statements therein, in the event that light of the circumstances under which they were made, not misleading or (iiii) CRIC would, in the good faith judgment occurrence or existence of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant pending material financing, acquisition, mergercorporate reorganization, disposition of assets, corporate reorganization divestiture or other material transaction (which may include purchases by the Company of shares of its Common Stock pursuant to a stock repurchase program or negotiations involving CRIC; providedotherwise), however, including without limitation any such event that may (A) interfere with or affect the negotiation or completion of any material transaction that is being contemplated by the Company (whether or not a Holder shall be entitled, final decision has been made to undertake such transaction at any the time after receiving notice of such delay and before such Demand Registration Statement becomes effective, the right to withdraw such request and, if such request suspend is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and exercised) or (B) CRIC shall involve initial or continuing disclosure obligations that may not be in the best interest of the Company or its stockholders, that, in the reasonable discretion of the Company, makes it appropriate to delay during such Blackout Period the filing or effectiveness or suspend the availability of any Registration Statement required pursuant to and the registration rights of other holders of any securities of CRICrelated prospectus. CRIC The Company shall promptly give the Holders written Selling Stockholders notice of such determination containing, determination. Upon notice by the Company to the extent permitted Selling Stockholders of any such determination, each Selling Stockholder shall keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or transfer by law, a general statement it of any Shares pursuant to the Registration Statement for the duration of the reasons Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering any Shares for such postponement and an approximation the duration of the anticipated delayBlackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such prospectus or prospectus supplement. After Notwithstanding anything in this Section 3 to the expiration of contrary, in no event shall any Blackout Period extend for more than one hundred eighty (including upon public disclosure 180) days, and in no event shall there be Blackout Period(s) covering more than one hundred eighty (180) days in any twelve (12) month period. If the occurrence of a Blackout Period causes the effectiveness of the information that was the reason for such Blackout Period) Registration Statement to lapse, and any Shares remain unsold (and cannot be sold thereafter without any further request from any Holdervolume or method of sale restrictions), CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and Company shall use its commercially reasonable best efforts to prepare and file with cause, as expeditiously as possible following the SEC end of the requisite Blackout Period, a Registration Statement or such amendments or supplements covering the unsold Shares to such Registration Statement or prospectus used in connection therewith become effective. So long as may be necessary the Company uses commercially reasonable efforts to cause such Registration Statement any Blackout Period to become effective end as promptly as practicable thereafterpossible, the previous sentence shall be the exclusive remedy for any breach of any provision of this Section 3.

Blackout Periods. CRIC If Parent furnishes to Holders a certificate signed by its chief executive officer stating that in the good faith judgment of the Parent Board of Directors it would be materially detrimental to Parent and its stockholders for Parent to file or have declared effective the Shelf Registration Statement required pursuant to Section 2, Parent shall have the right to delay the filing or effectiveness of a such Shelf Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods during any calendar year, aggregating to not more than one hundred and twenty 120 days (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (ia) CRIC Parent would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus Prospectus material non-public information that Parent has a bona fide business purpose for preserving as confidential and is not otherwise then obligated to disclose, (b) a required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, disclosure or any other action to be taken in connection with the prospectus, Prospectus would materially and adversely affect or interfere with any significant bona fide financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material similar transaction in which Parent is engaged or negotiations involving CRICin respect of which Parent has taken a substantial step to commence, or (c) Parent would be required to prepare financial statements that are unavailable to Parent for reasons beyond Parent’s control; provided, howeverthat Parent shall not register any securities for its own account or that of any other stockholder, that (A) a Holder other than pursuant to an Excluded Registration, during any Blackout Period. Parent shall have no obligation to include in any such notice any reference to or description of the facts based upon which Parent is delivering such notice which would reasonably be considered to constitute material non-public information. The Registration Period shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of tolled for the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration duration of any Blackout Period (including upon public disclosure and the end of the information that was Registration Period extended by the reason for number of days falling within such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter).

Blackout Periods. CRIC (a) The Company shall have be entitled, from time to time, by providing written notice to the right Holders participating in the Initial Shelf or the Demand Shelf, as the case may be, to delay require such Holders to suspend the filing use of such prospectus for sales of Registrable Securities under the Initial Shelf or effectiveness the Demand Shelf, as the case may be, for a period of time (a Registration Statement required pursuant to Section 2 or 3 hereof during “Blackout Period”) of no more than two (2) periods aggregating to not more than one hundred 60 days if the Board of Directors of the Company determines in good faith that (i) required disclosure of information in any related Registration Statement, prospectus or prospectus supplement at such time would have a material adverse effect on the Company’s business, operations or prospects or (ii) a material business transaction that has not yet been publicly disclosed would be required to be disclosed in a Registration Statement, prospectus or prospectus supplement and twenty such disclosure would jeopardize the success of, or be prohibited by the Company’s nondisclosure obligations with respect to, such transaction (120the “Blackout Standard”). (b) The Company shall have the right to withdraw or delay the filing of, or suspend sales under, a Demand Underwritten Registration Statement or a Piggy-Back Registration Statement required pursuant to Sections 3 or 4 hereof for a Blackout Period of no more than two (2) periods aggregating not more than 90 days in any twelve-month period (each, a “Blackout Period”), if the Board of Directors of the Company determines in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in that the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there Blackout Standard is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICmet; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration the Company shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such be entitled to initiate a Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containingunless it shall, to the extent permitted by lawagreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders. The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. If the Company shall so postpone the filing of, or suspend, a general statement Registration Statement, the Holders of Registrable Securities to be registered shall have the right to withdraw the request for registration with respect to a Registration Statement that has not yet been filed by giving written notice from the Holders of a majority of the reasons Registrable Securities that were to be registered to the Company at any time prior to termination of such Blackout Period (and, in the event of such withdrawal prior to filing of such Registration Statement pursuant to this Section 5(b), such request shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Securities are entitled pursuant to this Agreement if such postponement and an approximation Holders reimburse the Company for all its out-of-pocket expenses relating to the Registration Statement, without any reimbursement of expenses by the Holders being required pursuant to Section 3(d)). (c) If such Registration Statement is suspended or withdrawn, upon receipt of any notice of a Blackout Period, the Holders shall forthwith discontinue use of the anticipated delayprospectus contained in such Registration Statement and, if so directed by the Company, such Holders shall destroy or deliver to the Company all copies, other than permanent file copies, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall immediately notify the Holders at such time as the public disclosure of the information resulting in the Blackout Period is made, or, if earlier, such time as the Company wishes to terminate the Blackout Period. After the termination or expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any a Holder, CRIC the Company shall (subject as promptly as reasonably practical prepare a post-effective amendment or supplement to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite relevant Registration Statement or such amendments the prospectus, or supplements any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to such Registration Statement purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of material fact or prospectus used in connection therewith as may be omit to state any material fact necessary to cause such Registration Statement to become effective as promptly as practicable thereaftermake the statements therein, in the light of the circumstances under which they were made, not misleading.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 Section 2.3 hereof during no more than two (2) periods aggregating to not more than one one-hundred and twenty (120) days in any twelve-consecutive twelve (12) month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company or any of its subsidiaries; provided, however, provided that (A) a Requesting Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The chief executive officer of the Company shall promptly give the applicable Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and containing an approximation of the anticipated delay. After Unless the Requesting Holders have withdrawn the applicable request for a Demand Registration, after the expiration of any Blackout Period (including including, if required, upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holderthe Holders, CRIC the Company shall (subject to there being no other Blackout periodPeriod) promptly notify the applicable Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC The Purchaser shall have the right to delay suspend the filing or effectiveness use of a the prospectus included in any Resale Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) 120 days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRICthe Purchaser’s Board board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directorsdirectors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Purchaser; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay Purchaser delays or suspends during such Blackout Period the filing or effectiveness of any Registration Statement registration statement required pursuant to the registration rights of other holders of any securities of CRICthe Purchaser, or any other shareholder of the Purchaser. CRIC The Purchaser shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Purchaser shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such the Resale Registration Statement or prospectus used in connection therewith as may be necessary to cause such Resale Registration Statement (and each prospectus contained therein) to become effective and useable as promptly as practicable thereafterthereafter and to contain no untrue statement of material fact and not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and shall immediately notify the Holders in writing once the Resale Registration Statement (and each prospectus contained therein) has again become effective and useable.

Blackout Periods. CRIC shall have Notwithstanding anything to the right to delay ---------------- contrary contained in this Section 7.3, if Acquiror determines, in its reasonable judgment, that the filing or effectiveness use of a the Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, mergercorporate reorganization, disposition of assets, corporate reorganization or other material transaction involving Acquiror or negotiations involving CRICany of its Affiliates or require Acquiror to disclose matters that otherwise would not be required to be disclosed at such time, then until such time as Acquiror has no further obligation pursuant to the first sentence of Section 7.3(e) hereof, Acquiror may require the suspension by each Selling Shareholder of the distribution of any Acquiror Common Stock registered pursuant to the Registration Statement for a reasonable period of time, but not in excess of 15 consecutive business days (a "Blackout Period"), by giving notice to such Selling Shareholder. Any such notice need not specify the reasons for such suspension if Acquiror determines, in its reasonable good faith judgment, that doing so would adversely affect any such transaction or would result in the disclosure of material non-public information. In the event that such notice is given, then until Acquiror has determined, in its reasonable good faith judgment, that such registration and distribution would no longer have the effect described in the preceding sentence and has given notice thereof to the Selling Shareholders, Acquiror's obligations with respect to the Registration Statement under Section 7.3(b), (c), (d), (e), and (k) will be suspended. In no event, however, may there be more than four Blackout Periods in any period of 12 consecutive calendar months, and the number of days Selling Shareholders are required to suspend distributions of Acquiror Common Stock registered pursuant to the Registration Statement pursuant to Section 7.3(k)(v) may not exceed 45 business days in any period of 12 consecutive calendar months. Acquiror shall give written notice to each Selling Shareholder of the commencement and the termination of any Blackout Period. Each Blackout Period shall begin and end when the applicable notice is given (unless it shall earlier terminate pursuant to the terms thereof); provided, however, that (A) a Holder shall be entitled, at any time after receiving in the event Acquiror does not deliver written notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one the termination of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant prior to the registration rights end of other holders of any securities of CRIC. CRIC the fifteenth business day thereof, Acquiror shall promptly give the Holders written be deemed to have delivered notice of such determination containing, to the extent permitted by law, a general statement commencement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any another Blackout Period (including upon public disclosure of on the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersubsequent business day.

Blackout Periods. CRIC Notwithstanding anything in Section 2.1 to the contrary, Parent shall have the right be entitled to postpone and delay the filing or effectiveness (but not the preparation) of a any Shelf Registration Statement required pursuant or the offer or sale of any Registrable Shares thereunder for up to 60 days (i) for reasonable periods of time in advance of the release of Parent’s quarterly and annual financial results and (ii) for reasonable periods of time (any such postponement and delay permitted by this Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each2.2 being, a “Blackout Period”), if (A) Parent determines in the event that (i) CRIC would, in the its good faith judgment that any such filing or effectiveness of CRIC’s Board a Shelf Registration Statement or the offering or sale of Directorsany Registrable Shares thereunder would (1) impede, be required to disclose in the prospectus information not delay or otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, pending or proposed material acquisition, merger, disposition of assetsdisposition, corporate reorganization or other similar material transaction involving Parent as to which Parent has taken substantial steps and is proceeding with reasonable diligence to effect, (2) adversely affect any registered underwritten public offering of Parent’s securities for Parent’s account as to which Parent has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or negotiations involving CRIC(3) require disclosure of material non-public information which, in the reasonable discretion of Parent, acting in good faith, would have an adverse effect on the business, operations or management of Parent or any of its Affiliates if disclosed at such time or (B) Parent determines in its good faith judgment that Parent is required 115787666v1 by Law to amend or supplement the affected Shelf Registration Statement or the related prospectus so that such Shelf Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that (A) a Holder Parent shall be entitled, at any time after receiving give written notice to Investor of its determination to postpone or delay the filing of such delay and before such Demand Shelf Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one or other imposition of the permitted Demand Registrations and (B) CRIC shall delay during such a Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, and a general statement of the reasons reason for such postponement deferral and an approximation of the anticipated delay. After Upon notice by Parent to Investor of any such determination, Investor shall, except as required by applicable Law, keep the expiration fact of any such notice strictly confidential, and during any Blackout Period (including upon public disclosure or until such Blackout Period shall be earlier terminated in writing by Parent), promptly halt any offer, sale, trading or transfer by it of any shares of Common Stock and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering such Registrable Shares and, if so directed by Parent, shall deliver to Parent any copies then in its possession of any such prospectus or prospectus supplement. A deferral of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite filing or effectiveness of a Shelf Registration Statement or such amendments or supplements other imposition of a Blackout Period pursuant to such Registration Statement or prospectus used this Section 2.2 shall be lifted as soon as practicable, and Parent shall promptly (and in connection therewith as any event within five (5) Business Days) notify in writing Investor of the termination of the Blackout Period. Parent may be necessary impose a Blackout Period under clause (ii) of the first sentence of this Section 2.2 only twice in any twelve (12) month period for up to cause such Registration Statement to become effective as promptly as practicable thereafteran aggregate of 90 days.

Blackout Periods. CRIC Notwithstanding anything to the contrary contained in this Agreement, upon notice to Holders and Eligible Stockholders, the Company shall be entitled to suspend its obligation to file any Shelf Registration Statement, file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement, make any other filing with the SEC not otherwise required to be filed, cause any Shelf Registration Statement or other filing with the SEC to become or remain effective or suspend the use of the Prospectus included in any Shelf Registration Statement in the event that and for a period of time (provided, that the Company shall have the right used its commercially reasonable best efforts to delay the filing or effectiveness of a file such Shelf Registration Statement required pursuant or cause such Shelf Registration Statement to Section 2 or 3 hereof during no more than two be declared effective, as applicable) (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), ) not to exceed more than 60 consecutive days or an aggregate of 90 days in any 12-month period if the event board of directors of the Company determines in good faith that (i) CRIC wouldthe disclosure of an event, in the good faith judgment of CRIC’s Board of Directors, occurrence or other item at such time (that would not otherwise be required to disclose be disclosed) required to be disclosed in the prospectus information not otherwise then required by law Prospectus or Shelf Registration Statement to permit the use thereof could reasonably be publicly disclosed and expected to have a material adverse effect on the business, operations or prospects of the Company, (ii) in the good faith judgment of CRIC’s Board of Directors, there is disclosure otherwise relates to a reasonable likelihood that such disclosure, material corporate development or other business transaction (including any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, offering, acquisition, merger, disposition of assets, corporate reorganization or other material transaction significant transaction) involving the Company or negotiations involving CRIC; providedany of its direct or indirect subsidiaries which has not been publicly disclosed (and is not otherwise required to be disclosed), however, that (A) a Holder shall disclosure of which would be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant materially adverse to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give Company’s interests or (iii) changes in the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or related prospectus are required so that, as of such amendments or supplements to date, such Registration Statement or prospectus used in connection therewith as may be does not include an untrue statement of material fact or omit to state a material fact necessary to cause make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (provided, that nothing in this clause (iii) shall relive the Company of its obligation to promptly update any such Registration Statement document to become effective as promptly as practicable thereafterthe extent provided elsewhere in this Agreement).

Blackout Periods. CRIC shall have the right With respect to delay the filing a Shelf Registration filed or effectiveness of a Registration Statement required to be filed pursuant to Section 2 hereof or a Demand Registration requested under Section 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (eachhereof, a “Blackout Period”)if the members of the Company shall determine, in its good faith reasonable judgment, that to maintain the event that effectiveness of such registration statement or to permit such registration statement to become effective (or if no registration statement has yet been filed, to file such registration statement) would be significantly disadvantageous to the Company's financial condition, business or prospects ( a "Disadvantageous Condition") in light of the existence, or in anticipation, of (i) CRIC wouldany acquisition of financing activity involving the Company, in or any subsidiary of the good faith judgment of CRIC’s Board of DirectorsCompany, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and including a proposed public offering or private placement, (ii) an undisclosed material event, the public disclosure of which could have a material adverse effect on the Company, (iii) a proposed material transaction involving the Company or a substantial amount of its assets, or (iv) any other circumstance or condition the disclosure of which would materially disadvantage the Company, and the existence of which renders any to be filed, then filed or effective registration statement inadequate as failing to include material information, then the Company may, until such Disadvantageous Condition no longer exists (but not with respect to more than 180 days in the good faith judgment aggregate nor involving more than 90 consecutive days during any 12-month period) cause such registration statement to be withdrawn and the effectiveness of CRIC’s Board such registration statement to be terminated, suspend the use of Directors, there is a reasonable likelihood that such disclosurethe prospectus contained therein, or if no registration statement has yet been filed, elect not to file such registration statement. If the Company determines to take any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the preceding sentence, the Company shall deliver a notice to any Holder of Registrable Securities covered or to be covered under such withdrawn, suspended or not to be filed registration rights of other holders statement, which indicates that the registration statement is no longer effective or will not be filed. Upon the receipt of any securities such notice, such Holder(s) in the case of CRICan effective registration statement shall forthwith discontinue their use and any dissemination of the prospectus contained in such registration statement. CRIC If any Disadvantageous Condition shall cease to exist, the Company shall promptly give the Holders written notice notify any Holders, who shall have ceased selling Registrable Securities pursuant to an effective registration statement as a result of such determination containingDisadvantageous Condition, indicating such cessation. The Company shall, if any registration statement required to be filed or maintained under this Agreement has been withdrawn, suspended or not filed, file promptly, at such time as it in good faitx xxxxx xxxropriate, an amended, supplemented or new registration statement, as applicable, covering the extent permitted Registrable Securities that were covered by law, a general such withdrawn registration statement of the reasons for or to be covered by such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterunfiled registration statement.

Blackout Periods. CRIC shall have (a) In the right case of a Shelf Registration Statement, each Holder of Transfer Restricted Securities agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 3(e)(iii), 3(e)(iv) or 3(e)(v), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to delay the filing or effectiveness of a Registration Statement required until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) or notice from the Issuer that the use of the Prospectus may be resumed, and, if so directed by the Issuer, such Holder will deliver to the Issuer all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that is current at the time of receipt of such notice. The Issuer and the Guarantors agree to proceed promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the related Prospectus to describe such events) such Registration Statement. (b) If the Issuer shall give any such notice to suspend the disposition of Transfer Restricted Securities pursuant to Section 2 a Registration Statement, the Issuer shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or 3 hereof during no more than two amended Prospectus or notice from the Issuer necessary to resume such dispositions (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (eachsuch period, a “Blackout Period”), . The Issuer may give any such notice only three times during any 365-day period and any such suspensions shall not exceed 60 days for each suspension and 90 days in the event that (i) CRIC would, aggregate for all suspensions during any 365-day period and there shall not be more than three suspensions in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or effect during any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC365-day period; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice suspension for a period not to exceed 7 days that occurs solely as a result of such delay and before such Demand the filing of a post-effective amendment to a Registration Statement becomes effectiveto incorporate annual or quarterly financial information with respect to the Issuer and its subsidiaries where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus shall not be deemed a suspension for purposes of calculating the limits set forth in this sentence; provided, to withdraw such request andfurther, that in any case, if such request is withdrawnBlackout Period occurs for a continuous period in excess of 60 days, such Demand a Registration Default shall not count as one be deemed to have occurred on the 61st day of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period and Special Interest shall be payable in accordance with Section 2(e) from the filing day such Registration Default occurs until such Registration Default is cured or effectiveness of any Registration Statement until the Issuer and the Guarantors are no longer required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of this Agreement to keep such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement effective or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterthe related Prospectus usable.

Blackout Periods. CRIC The Company shall have the right to (i) delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof or (ii) suspend the availability of a Registration Statement required pursuant to Section 2 or 3 hereof and the related prospectus during no more than two such period as shall be reasonably necessary (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”)) in the event of (i) the issuance by the SEC of a stop order with respect to a Registration Statement or the initiation of proceedings with respect to a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) the occurrence of any event or the existence of any fact as a result of which (A) any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the event that light of the circumstances under which they were made, not misleading or (iiii) CRIC would, in the good faith judgment occurrence or existence of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant pending material financing, acquisition, mergercorporate reorganization, disposition of assets, corporate reorganization divestiture or other material transaction or negotiations involving CRIC; providedtransaction, however, including without limitation any such event that may (A) interfere with or affect the negotiation or completion of any material transaction that is being contemplated by the Company (whether or not a Holder shall be entitled, final decision has been made to undertake such transaction at any the time after receiving notice of such delay and before such Demand Registration Statement becomes effective, the right to withdraw such request and, if such request suspend is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and exercised) or (B) CRIC shall involve initial or continuing disclosure obligations that may not be in the best interest of the Company or its shareowners, that, in the reasonable discretion of the Company, makes it appropriate to delay during such Blackout Period the filing or effectiveness or suspend the availability of any Registration Statement required pursuant to and the registration rights of other holders of any securities of CRICrelated prospectus. CRIC The Company shall promptly give the Holders written notice of such determination containing, determination. The Company shall use its commercially reasonable efforts to cause the Blackout Period to end as promptly as possible after its commencement. Notwithstanding anything in this Section 4 to the extent permitted by lawcontrary, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of in no event shall any Blackout Period extend for more than one hundred eighty (including upon public disclosure 180) days, and in no event shall there be Blackout Period(s) covering more than one hundred eighty (180) days in any twelve (12) month period. If the occurrence of a Blackout Period causes the information that was effectiveness of a Registration Statement to lapse and any Included Securities remain unsold, the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and Company shall use its commercially reasonable best efforts to prepare and file with cause, as expeditiously as possible following the SEC end of the requisite Blackout Period, a Registration Statement or such amendments or supplements covering the unsold Included Securities to become effective, and any such Registration Statement or prospectus used in connection therewith shall not constitute a Demand Registration for the purposes of Section 2(b). So long as may be necessary the Company uses commercially reasonable efforts to cause such Registration Statement any Blackout Period to become effective end as promptly as practicable thereafterpossible, the previous sentence shall be the exclusive remedy for any breach of any provision of this Section 4.

Blackout Periods. CRIC shall have (a) In the right case of a Shelf Registration Statement, each Holder of Transfer Restricted Securities agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 23(e)(ac), 23(e)(ad) or 23(e)(ae), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to delay the filing or effectiveness of a Registration Statement required until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 23(i) or notice from the Issuer that the use of the Prospectus may be resumed, and, if so directed by the Issuer, such Holder will deliver to the Issuer all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that is current at the time of receipt of such notice. The Issuer and the Guarantors agree to proceed promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the related Prospectus to describe such events) such Registration Statement. (b) If the Issuer shall give any such notice to suspend the disposition of Transfer Restricted Securities pursuant to Section 2 a Registration Statement, the Issuer shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or 3 hereof during no more than two amended Prospectus or notice from the Issuer necessary to resume such dispositions (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (eachsuch period, a “Blackout Period”), . The Issuer may give any such notice only three times during any 365-day period and any such suspensions shall not exceed 60 days for each suspension and 90 days in the event that (i) CRIC would, aggregate for all suspensions during any 365-day period and there shall not be more than three suspensions in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or effect during any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC365-day period; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice suspension for a period not to exceed 7 days that occurs solely as a result of such delay and before such Demand the filing of a post-effective amendment to a Registration Statement becomes effectiveto incorporate annual or quarterly financial information with respect to the Issuer and its subsidiaries where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus shall not be deemed a suspension for purposes of calculating the limits set forth in this sentence; provided, to withdraw such request andfurther, that in any case, if such request is withdrawnBlackout Period occurs for a continuous period in excess of 60 days, such Demand a Registration Default shall not count as one be deemed to have occurred on the 61st day of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period and Special Interest shall be payable in accordance with Section 22(e) from the filing day such Registration Default occurs until such Registration Default is cured or effectiveness of any Registration Statement until the Issuer and the Guarantors are no longer required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of this Agreement to keep such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement effective or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterthe related Prospectus usable.

Blackout Periods. CRIC shall have the right to delay (a) Following a Demand Request or the filing of the Shelf Registration, upon written notice from the Company to the Participating Holders or S-3 Holders, as the case may be, that the Company determines in the good faith judgment of the Board of Directors of the Company, based on the advice of counsel, that the filing of any Registration Statement or the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information, the disclosure of which would have a material adverse effect on the Company, the Company may, (x) if the Registration Statement has not yet been filed, delay such filing, (y) if the Registration Statement has been filed but has not yet become effective, cease taking steps to cause the Registration Statement to become effective, and (z) if the Registration Statement has already become effective, immediately suspend the Participating Holders’ or S-3 Holders’ sale of Registrable Securities pursuant to such Registration Statement until the earlier of: (i) the date upon which such material information is disclosed to the public or ceases to be material; and (ii) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective or allow sales pursuant to such Registration Statement to resume. (The period during which the Company delays the filing of the Registration Statement, ceases taking steps to cause the Registration Statement to become effective or suspends sales of Registrable Securities is hereinafter called a “Blackout Period”.) (b) Any delivery by the Company of notice of a Blackout Period prior to the end of the forty-five (45) day period immediately following effectiveness of a any Registration Statement required effected pursuant to Section 2 or 3 hereof during shall give a majority of Participating Holders the right, by written notice to the Company within five (5) days after the commencement of such Blackout Period, to cancel such registration and such registration shall not count toward the Demand Registration limit in Section 2(e). The Company shall use its reasonable efforts to provide such notice a reasonable number of days prior to the commencement of such a Blackout Period; provided, however, that in any event the Company shall provide such notice no more later than two the commencement of such Blackout Period. (2c) periods aggregating Notwithstanding contrary provisions in this Section 5, the Company shall limit its use of Blackout Periods, in their aggregate, to not more than one hundred and twenty (120) days in any twelvetwelve (12) month period. (d) The Company shall not be required to keep the Shelf Registration effective, or may without suspending such effectiveness, instruct the Holders of Registrable Securities included in the Shelf Registration not to sell such securities, during any period during which the Company is instructed, directed, ordered or otherwise requested by any governmental agency or self-month period regulatory organization to stop or suspend such trading or sales (each, a “Supplemental Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have the right to delay (a) Following the filing or effectiveness of a the Required Registration Statement required pursuant Statement, upon written notice from the Company to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event Participating Holders that (i) CRIC would, the Company determines in the good faith judgment of CRIC’s the Board of DirectorsDirectors of the Company, be required based on the advice of counsel, that the filing of any Registration Statement or the sale of Registrable Securities pursuant to disclose in the prospectus Registration Statement would require disclosure of material non-public information, the disclosure of which would have a material adverse effect on the Company, the Company may, (x) if the Registration Statement has not yet been filed, delay such filing, (y) if the Registration Statement has been filed but has not yet become effective, cease taking steps to cause the Registration Statement to become effective, and (z) if the Registration Statement has already become effective, immediately suspend the Participating Holders’ sale of Registrable Securities pursuant to such Registration Statement until the earlier of: (i) the date upon which such material information not otherwise then required by law is disclosed to the public or ceases to be publicly disclosed and material; and (ii) in such time as the good faith judgment Company notifies the selling Holders that the Company will no longer delay such filing of CRIC’s Board the Registration Statement, recommence taking steps to make such Registration Statement effective or allow sales pursuant to such Registration Statement to resume. (The period during which the Company delays the filing of Directorsthe Registration Statement, there ceases taking steps to cause the Registration Statement to become effective or suspends sales of Registrable Securities is hereinafter called a “Blackout Period”.) (b) The Company shall use its reasonable efforts to provide such notice a reasonable likelihood that number of days prior to the commencement of such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICa Blackout Period; provided, however, that (A) a Holder in any event the Company shall be entitled, at any time after receiving provide such notice no later than the commencement of such delay and before such Demand Registration Statement becomes effectiveBlackout Period. (c) Notwithstanding contrary provisions in this Section 4, the Company shall limit its use of Blackout Periods, in the aggregate, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of twenty five (25) business days in any ninety (90) day period and sixty (60) business days in any twelve (12)-month period. (d) The Company may also suspend the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Required Registration Statement or may without suspending such amendments or supplements to such effectiveness, instruct the Holders of Registrable Securities included in a Required Registration Statement not to sell such securities, during any period during which the Company is instructed, directed, ordered or prospectus used in connection therewith as may be necessary otherwise requested by any governmental agency or self-regulatory organization to cause stop or suspend such Registration Statement to become effective as promptly as practicable thereaftertrading or sales (a “Supplemental Blackout Period”).

Blackout Periods. CRIC shall have the right Buyer may, by prior written notice to all Holders of Registrable Securities (each such notice, a Blackout Notice), (a) delay the filing or effectiveness of a the Registration Statement required or a request for acceleration of the effective date or (b) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to any Registration Statement in each case for a period of not more than one hundred and twenty (120) 60 days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC wouldBuyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Buyer desires to keep confidential for business reasons, if Buyer determines in the good faith judgment that the public disclosure requirements imposed on Buyer under the Securities Act in connection with such Registration Statement would require at that time disclosure of CRIC’s Board of Directorssuch activity, be required transaction, preparations or negotiations and such disclosure could result in imminent and material harm to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and Buyer or (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action event occurs that makes any statement of a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in such Registration Statement in order to be taken make the statements therein not misleading, and in connection each case, if a similar blackout period is imposed by the Buyer on all other registration statements the Buyer has on file with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICSEC; provided, however, that Buyer may not invoke this right more than once in any 12-month period. If Buyer suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section, Buyer shall, as promptly as reasonably practicable (Aand following the termination of the circumstance which entitled Buyer to do so, in the case of a Blackout Notice delivered pursuant to clause (i) a Holder shall of the prior sentence), take such actions as may be entitled, at any time after receiving notice reasonably necessary to file or reinstate the effectiveness of such delay and before such Demand Registration Statement becomes effective, and give written notice to withdraw all Holders of Registrable Securities authorizing them to resume |EU-DOCS\31822603.17|| sales pursuant to such request and, if such request is withdrawn, such Demand Registration shall not count Statement. If as one of a result thereof the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of Prospectus included in any Registration Statement required has been amended to comply with the requirements of the Securities Act, Buyer shall enclose such revised Prospectus with the notice to the Holders of Registrable Securities given pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give this Section, and the Holders written notice of such determination containing, to the extent permitted by law, a general statement Registrable Securities shall make no offers or sales of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements shares pursuant to such Registration Statement other than by means of such revised Prospectus. Buyer need not specify the nature of the event giving rise to any delay or prospectus used suspension in connection therewith as any notice to Holders of Registrable Securities. For the avoidance of doubt, the restrictions in this paragraph shall be in addition to any normal quarterly blackouts that may be necessary apply to cause such Registration Statement directors, officers and employees of Buyer following the Closing Date pursuant to become effective as promptly as practicable thereafterBuyer’s xxxxxxx xxxxxxx policies.

Blackout Periods. CRIC shall have Notwithstanding anything to the right contrary contained herein (other than as set forth in Section 2.1 hereof), for a period not to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and exceed twenty (12020) consecutive calendar days and not to exceed sixty (60) calendar days in any twelve-month period (eacheach a "Black Out Period"), provided that there must be an interim period of at least sixty (60) consecutive days between the end of one Black Out Period and the beginning of another Black Out Period, the Company will not be required to file any registration statement pursuant to this Agreement, file any amendment thereto, furnish any supplement to a “Blackout Period”)prospectus included in a registration statement pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the SEC required pursuant to this Agreement, cause any registration statement or other filing with the SEC to become effective, or take any similar action, and any and all sales of Registrable Securities by the Investors pursuant to an effective registration statement shall be suspended: (i) if an event has occurred and is continuing as a result of which any such registration statement or prospectus would, in the event Company's reasonable judgment based on advice of outside counsel to the Company, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) if the Company notifies the Investors that (i) CRIC such actions would, in the good faith judgment of CRIC’s Board outside counsel to the Company, require the disclosure of Directors, material non-public information which the Company has a bona fide business purpose for preserving as confidential and which the Company would not otherwise be required to disclose or (iii) if the Company notifies the Investors that, in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the Company's good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection (after consultation with the prospectusCompany's proposed managing underwriter, would materially and adversely affect initial purchaser or interfere with any significant financingoutside financial advisor), acquisitionit is necessary to suspend sales of Registrable Securities by the Investors, mergerto facilitate a pending or proposed public or Rule 144A offering by the Company or Common Stock or Common Stock Equivalents, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that the Company (AX) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be able to exercise any rights under this clause (iii) during the first three (3) months following the date hereof, and (Y) shall only be able to use its blocking rights under this clause (iii) for a period not to exceed 15 consecutive days and not more than two times in any twelve month period. Upon the termination of the condition described in clauses (i), (ii) or (iii) of above, the Company shall promptly give written notice to the Investors and shall promptly file any registration statement or amendment thereto required to be filed by it pursuant to this Agreement, furnish any prospectus supplement or amendment required to be furnished pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the SEC required of it or terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as one contemplated by this Agreement. If the Company does not take the foregoing action as required to permit the Investors to sell the Registrable Securities upon the end of the permitted Demand Registrations and (B) CRIC relevant Black Out Period, the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant pay to the registration rights Investors the Delay Fee for the number of other holders of any securities of CRIC. CRIC shall promptly give days that the Holders written notice of such determination containing, Investors are unable to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersell Registrable Securities.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of Notwithstanding anything else in this Section 5, if, at any time during which a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be Prospectus is required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken delivered in connection with the prospectussale of any Covered Security, would materially Company determines in good faith and adversely affect upon the advice of its outside counsel that a development occurred or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, condition existed prior to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights as a result of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to which such Registration Statement or prospectus used the applicable Prospectus contains a material misstatement or omission, or that a material transaction in connection therewith as may which Company is engaged or proposes to engage would require an immediate amendment to such Registration Statement, a supplement to such Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be necessary premature or injurious to cause the consummation of the transaction, Company will immediately notify Xxxxxxxx thereof by telephone and in writing. Upon receipt of such notification, Xxxxxxxx and its affiliates will immediately suspend all offers and sales of any Covered Security pursuant to such Registration Statement. In such event, Company will amend or supplement such Registration Statement to become effective and the applicable Prospectus or make such filings or public disclosures as promptly as practicable thereafterand will take such other steps as may be required to permit sales of the Covered Securities thereunder by Xxxxxxxx and its affiliates in accordance with applicable federal and state securities laws. Company will promptly notify Xxxxxxxx after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of such Registration Statement and the applicable Prospectus (as so amended or supplemented, if applicable) to Xxxxxxxx in accordance with paragraphs (b) and (c) of this Section 5. Notwithstanding the foregoing, (A) under no circumstances shall Company be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(e) and pursuant to any Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period.

Blackout Periods. CRIC Ivanhoe shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section Sections 2 or 3 hereof during no more than two three (23) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC Ivanhoe would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus material non-public information that Ivanhoe has a bona fide business purpose for preserving as confidential and that is not otherwise then required by law to be publicly disclosed and disclosed, (ii) Ivanhoe determines that the prospectus requires amendment or supplement due to the happening of any event that comes to the attention of Ivanhoe and as a result of which the prospectus would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (iii) in the good faith judgment of CRIC’s Board of DirectorsIvanhoe, there is a reasonable likelihood that such disclosuredisclosure of material non-public information, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICIvanhoe; provided, however, that (A) a Holder Selling Shareholder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is if withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Ivanhoe shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICIvanhoe. CRIC Ivanhoe shall promptly give the Holders Selling Shareholder written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including including, without limitation, upon public disclosure of the material non-public information that was the reason for such Blackout Period) and without any further request from any HolderSelling Shareholder, CRIC Back to Contents Ivanhoe shall (subject to there being no other Blackout period) promptly notify the Holders Selling Shareholder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have Notwithstanding any other provision of this Agreement, Issuer may delay filing a registration statement, and may withhold efforts to cause the registration statement to become effective or to supplement or amend any prospectus, in each such case if Issuer determines in good faith that such filing or efforts would (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by Issuer (whether or not a final decision has been made to undertake such transaction) at the time the right to delay the filing is exercised, or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to involve initial or continuing disclosure obligations that would not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), be in the event that (i) CRIC would, in the good faith judgment best interest of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICIssuer's stockholders; provided, however, that (A) Issuer shall not postpone such filings, supplements, amendments or post-effective amendments for more than an aggregate of 105 days in any twelve month period. In the event Issuer postpones the filing of a registration statement, the Requesting Holder of Registrable Securities requesting registration thereof pursuant to Section 2 shall be entitled, at any time have the right to withdraw the request for registration by giving written notice thereof to Issuer within 10 days after receiving receipt of notice of postponement and, in the event of such delay and before such Demand Registration Statement becomes effectivewithdrawal, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one be counted for purposes of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness requests for registration to which Holders of any Registration Statement required Registrable Securities are entitled pursuant to the registration rights of other holders of any securities of CRICSection 2. CRIC Issuer shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders whose Registrable Securities are included, or are to be included, in such registration statement of Issuer's determination to invoke any such delay, of the general reasons therefor (but not including any material nonpublic information), and shall use its reasonable best efforts to prepare and file with of the SEC approximate time range of the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterdelay.

Blackout Periods. CRIC (a) With respect to any Registration Statement required to be filed pursuant to this Agreement, if the Company shall have furnish to the right Holders a certified resolution of the Board of Directors stating that in the Board of Directors’ good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company’s control of any required audited financial statements, or any other event or condition of similar significance to delay the filing Company) be materially disadvantageous (a “Disadvantageous Condition”) to the Company or effectiveness of its shareholders for such a Registration Statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment (unless such reasons relate to information which is not then publicly available), the Company shall be entitled to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders); provided, however, that the Company may only declare one (1) Disadvantageous Condition per fiscal year of the Company and any such Disadvantageous Condition may only extend for a period of up to 45 days. Upon receipt of any such notice of a Disadvantageous Condition, the Holders will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, each of the Holders will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the disclosure document then covering such Restricted Securities current at the time of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Restricted Shares. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good fxxxx xxxxx appropriate file a new Registration Statement covering the Restricted Shares that were covered by such withdrawn Registration Statement, and such Registration Statement shall be maintained effective for such time as may be necessary so that the period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement was effective, shall be such time as may be otherwise required pursuant by this Agreement. (b) Notwithstanding anything to Section 2 or 3 hereof during no more than two the contrary set forth herein, at any time after the Registration Statement has been declared effective, 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 Company and its counsel, in the best interest of the Company (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”); provided, in that the event that Company shall promptly (i) CRIC wouldnotify the Holders in writing of the existence of material non-public information giving rise to a Blackout Period and the date on which the Blackout Period will begin, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders in writing in advance of, or on the same date on which, the Blackout Period ends; and, provided further, that during any consecutive 365 day period, there shall be only two Blackout Periods, such Blackout Periods in total not to exceed 90 days. For purposes of determining the length of a Blackout Period above, the Blackout Period shall begin on and include the date the Holders receive the notice referred to in clause (i) and shall use its reasonable best efforts end on and include the date specified as the Blackout Period ending date in the notice referred to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterclause (ii).

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of Notwithstanding anything else in this Section 5, if, at any time during which a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be Prospectus is required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken delivered in connection with the prospectussale of any Covered Security, would materially Company determines in good faith and adversely affect upon the advice of its outside counsel that a development occurred or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, condition existed prior to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights as a result of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to which such Registration Statement or prospectus used the applicable Prospectus contains a material misstatement or omission, or that a material transaction in connection therewith as may which Company is engaged or proposes to engage would require an immediate amendment to such Registration Statement, a supplement to such Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be necessary premature or injurious to cause the consummation of the transaction, Company will immediately notify Xxxxxxxx thereof by telephone and in writing. Upon receipt of such notification, Xxxxxxxx and its affiliates will immediately suspend all offers and sales of any Covered Security pursuant to such Registration Statement. In such event, Company will amend or supplement such Registration Statement to become effective and the applicable Prospectus or make such filings or public disclosures as promptly as practicable thereafterand will take such other steps as may be required to permit sales of the Covered Securities thereunder by Xxxxxxxx and its affiliates in accordance with applicable federal and state securities laws. Company will promptly notify Xxxxxxxx after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of such Registration Statement and the applicable Prospectus (as so amended or supplemented, if applicable) to Xxxxxxxx in accordance with paragraphs (b) and (c) of this Section 5. Notwithstanding the foregoing, (A) under no circumstances shall Company be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(e) and pursuant to any Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period." e. Section 5(g) of the Agreement is hereby amended and restated in its entirety as follows:

Blackout Periods. CRIC shall have the right to delay (a) Following a Demand Request or the filing of the Shelf Registration, upon written notice from the Company to the Participating Holders or S-3 Holders, as the case may be, that the Company determines in the good faith judgment of the Board of Directors of the Company, based on the advice of counsel, that the filing of any Registration Statement or the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information, the disclosure of which would have a material adverse effect on the Company, the Company may, (x) if the Registration Statement has not yet been filed, delay such filing, (y) if the Registration Statement has been filed but has not yet become effective, cease taking steps to cause the Registration Statement to become effective, and (z) if the Registration Statement has already become effective, suspend the Participating Holders’ or S-3 Holders’ sale of Registrable Securities pursuant to such Registration Statement until the earlier of: (i) the date upon which such material information is disclosed to the public or ceases to be material; and (ii) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective or allow sales pursuant to such Registration Statement to resume. (The period during which the Company delays the filing of the Registration Statement, ceases taking steps to cause the Registration Statement to become effective or suspends sales of Registrable Securities is hereinafter called a “Blackout Period”.) (b) Any delivery by the Company of notice of a Blackout Period prior to the end of the sixty (60) day period immediately following effectiveness of a any Registration Statement required effected pursuant to Section 2 or 3 hereof during shall give a majority of Participating Holders the right, by written notice to the Company within five (5) days after the commencement of such Blackout Period, to cancel such registration and such registration shall not count toward the Demand Registration limit in Section 2(e). The Company shall use its reasonable efforts to provide such notice a reasonable number of days prior to the commencement of such a Blackout Period; provided, however, that in any event the Company shall provide such notice no more later than two the commencement of such Blackout Period. (2c) periods aggregating Notwithstanding contrary provisions in this Section 5, the Company shall limit its use of Blackout Periods, in their aggregate, to not more than one hundred and twenty (120) days in any twelvetwelve (12) month period. (d) The Company shall not be required to keep the Shelf Registration effective, or may without suspending such effectiveness, instruct the holders of Registrable Securities included in the Shelf Registration not to sell such securities, during any period during which the Company is instructed, directed, ordered or otherwise requested by any governmental agency or self-month period regulatory organization to stop or suspend such trading or sales (each, a “Supplemental Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of Notwithstanding anything else in this Section 5, if, at any time during which a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be Prospectus is required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken delivered in connection with the prospectussale of any Covered Security, would materially Company determines in good faith and adversely affect upon the advice of its outside counsel that a development occurred or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, condition existed prior to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights as a result of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to which such Registration Statement or prospectus used the applicable Prospectus contains a material misstatement or omission, or that a material transaction in connection therewith as may which Company is engaged or proposes to engage would require an immediate amendment to such Registration Statement, a supplement to such Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be necessary premature or injurious to cause the consummation of the transaction, Company will immediately notify Purchaser thereof by telephone and in writing. Upon receipt of such notification, Purchaser and its affiliates will immediately suspend all offers and sales of any Covered Security pursuant to such Registration Statement. In such event, Company will amend or supplement such Registration Statement to become effective and the applicable Prospectus or make such filings or public disclosures as promptly as practicable thereafter.and will take such other steps as may be required to permit sales of the Covered Securities thereunder by Purchaser and its affiliates in accordance with applicable federal and state securities laws. Company will promptly notify Purchaser after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of such Registration Statement and the applicable Prospectus (as so amended or supplemented, if applicable) to Purchaser in accordance with paragraphs (b) and (c) of this Section 5. Notwithstanding the foregoing, (A) under no circumstances shall Company be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(e) and pursuant to any Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period..

Blackout Periods. CRIC shall have Subject to the right to delay the filing or effectiveness last sentence of a Registration Statement required pursuant to this Section 2 or 3 hereof during no more than 4.4, Acquiror may, by two (2) periods aggregating days prior written notice to not more than one hundred and twenty (120) days in any twelve-month period all the Holders of Registrable Securities (each, a “Blackout PeriodNotice”), (a) delay the filing of the Registration Statement or a request for acceleration of the effective date for a period not to exceed sixty (60) days, which delay cannot occur more than three times in any one-year period, or (b) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to any Registration Statement in the event that (i) CRIC wouldAcquiror is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Acquiror desires to keep confidential for business reasons, if Acquiror determines in the good faith judgment that the public disclosure requirements imposed on Acquiror under the Securities Act in connection with such Registration Statement would require at that time disclosure of CRIC’s Board of Directorssuch activity, be required transaction, preparations or negotiations and such disclosure could result in imminent and material harm to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and Acquiror or (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action event occurs that makes any statement of a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in such Registration Statement in order to make the statements therein not misleading. If Acquiror suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section 4.4, Acquiror shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Acquiror to do so, take such actions as may be taken in connection with reasonably necessary to file or reinstate the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice effectiveness of such delay and before such Demand Registration Statement becomes effective, and give written notice to withdraw all Holders of Registrable Securities authorizing them to resume sales pursuant to such request and, if such request is withdrawn, such Demand Registration shall not count Statement. If as one of a result thereof the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of Prospectus included in any Registration Statement required has been amended to comply with the requirements of the Securities Act, Acquiror shall enclose such revised Prospectus with the notice to Holders of Registrable Securities given pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give this Section 4.4, and the Holders written notice of such determination containing, to the extent permitted by law, a general statement Registrable Securities shall make no offers or sales of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements shares pursuant to such Registration Statement other than by means of such revised Prospectus. Acquiror need not specify the nature of the event giving rise to any delay or prospectus used suspension in connection therewith as may be necessary any notice to cause such Registration Statement to become effective as promptly as practicable thereafter.Holders of Registrable Securities. Notwithstanding the forgoing, (a) Acquiror will not take any action within the Acquiror’s control and discretion that causes (i) a delay of the filing of

Blackout Periods. CRIC shall have (a) In the right case of a Shelf Registration Statement, each Holder of Transfer Restricted Securities agrees that, upon receipt of any notice from the Issuers of the happening of any event of the kind described in Section 3(e)(iii), 3(e)(iv) or 3(e)(v), and provided that the Issuers and the Guarantors are proceeding promptly and in good faith to delay amend or supplement (including by way of filing documents under the filing or effectiveness Exchange Act which are incorporated by reference to the related Prospectus to describe such events), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to a Registration Statement required until such Xxxxxx’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) or notice form the Issuers that the use of the Prospectus may be resumed, and, if so directed by the Issuers, such Holder will deliver to the Issuers all copies in its possession, other than permanent file copies then in such Xxxxxx’s possession, of the Prospectus covering such Transfer Restricted Securities that is current at the time of receipt of such notice. (b) If the Issuers shall give any such notice to suspend the disposition of Transfer Restricted Securities pursuant to Section 2 a Registration Statement, the Issuers shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or 3 hereof during no more than two amended Prospectus or notice from the Issuers necessary to resume such dispositions (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (eachsuch period, a “Blackout Period”), . The Issuers may give any such notice only three times during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and 45 days in the event that (i) CRIC would, aggregate for all suspensions during any 365-day period and there shall not be more than three suspensions in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or effect during any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC365-day period; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice suspension that occurs solely as a result of such delay and before such Demand the filing of a post-effective amendment to a Registration Statement becomes effectiveto incorporate annual audited financial information with respect to the Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus shall not be deemed a suspension for purposes of calculating the limits set forth in this sentence; provided further, to withdraw such request andthat in any case, if such request is withdrawnBlackout Period occurs for a continuous period in Excess of 30 days, such Demand a Registration Default shall not count as one be deemed to have occurred on the 31st day of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period and Additional Interest shall be payable in accordance with Section 2(e) from the filing day such Registration Default occurs until such Registration Default is cured or effectiveness of any Registration Statement until the Issuers are no longer required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of this Agreement to keep such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement effective or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterthe related Prospectus usable.

Blackout Periods. CRIC shall have Acquiror may, by written notice (which notice need not disclose the right reason for the action) to the Stockholder Representative, (i) delay the filing of the Prospectus Supplement or effectiveness of a (ii) suspend the Registration Statement required and/or require that the Holders of Registrable Securities immediately cease sales of shares pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), the Registration Statement in the event that (i1) CRIC wouldAcquiror is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Acquiror desires to keep confidential for business reasons, if Acquiror determines in the good faith judgment of CRIC’s Board of Directors, be required to disclose in that the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in public disclosure requirements imposed on Acquiror under the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken Securities Act in connection with the prospectusRegistration Statement would require at that time disclosure of such activity, would materially and adversely affect or interfere with any significant financingtransaction, acquisition, merger, disposition of assets, corporate reorganization or other material transaction preparations or negotiations involving CRICand such disclosure could result in imminent and material harm to Acquiror or (2) any other event occurs that makes any statement of a material fact made in the Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in the Registration Statement in order to make the statements therein not misleading; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice Acquiror may not postpone the filing of such delay and before such Demand the Prospectus Supplement or suspend the Registration Statement becomes effectivepursuant to this Section 5.16(d) for more than thirty (30) days in any ninety (90) day period during the Registration Period (it being understood and agreed that, during any such postponement or suspension, Acquiror shall (w) use good faith efforts to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of limit the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness duration of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period or suspension period, (including upon public disclosure of the information that was the reason for such Blackout Periodx) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its commercially reasonable best efforts to prepare and file with the SEC such amendments and supplements to the requisite Registration Statement or the Prospectus as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement, (y) not register any securities for sale by Acquiror (other than in connection with a Registration Statement on Form S-8) or for resale by any other securityholders and (z) suspend the usage of all other then-effective registration statements and related prospectuses (other than in connection with a Registration Statement on Form S-8 registering securities for sale by Acquiror)). If Acquiror suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section 5.17(d), Acquiror shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Acquiror to do so, take such amendments actions as may be reasonably necessary to file or supplements reinstate the effectiveness of such Registration Statement and give written notice to the Stockholder Representative authorizing all Holders of Registrable Securities to resume sales pursuant to such Registration Statement Statement. If as a result thereof the Prospectus has been amended to comply with the requirements of the Securities Act, Acquiror shall enclose such revised Prospectus with the notice to the Stockholder Representative given pursuant to this Section 5.16(d), and the Holders of Registrable Securities shall make no offers or prospectus used in connection therewith as may be necessary sales of shares pursuant to cause such the Registration Statement other than by means of such revised Prospectus. Acquiror need not specify the nature of the event giving rise to become effective as promptly as practicable thereafterany delay or suspension in any notice to Holders of Registrable Securities. For the avoidance of doubt, the restrictions in this paragraph shall be in addition to any normal quarterly blackouts that may apply to directors, officers and employees of Acquiror following the Closing pursuant to Acquiror’s xxxxxxx xxxxxxx policies (but only to the extent a Qualified Holder is subject to such inside trading policies).

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than Buyer may, by two (2) periods aggregating days prior written notice to not more than one hundred and twenty the Shareholders’ Representative (120) days in any twelve-month period (eacheach such notice, a “Blackout PeriodNotice”), (i) delay the filing of the Registration Statement or a request for acceleration of the effective date or (ii) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to any Registration Statement in the event that (iA) CRIC wouldBuyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Buyer desires to keep confidential for business reasons, if Buyer determines in the good faith judgment of CRIC’s Board of Directors, be required to disclose in that the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in public disclosure requirements imposed on Buyer under the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken Securities Act in connection with the prospectussuch Registration Statement would require at that time disclosure of such activity, would materially and adversely affect or interfere with any significant financingtransaction, acquisition, merger, disposition of assets, corporate reorganization or other material transaction preparations or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of and such delay disclosure could result in imminent and before such Demand Registration Statement becomes effective, material harm to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and Buyer or (B) CRIC shall delay during any other event occurs that makes any statement of a material fact made in such Blackout Period Registration Statement, including any document incorporated by reference therein, untrue or that requires the filing making of any additions or changes in such Registration Statement in order to make the statements therein not misleading. If Buyer suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section 6.5 (d), Buyer shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Buyer to do so, take such actions as may be reasonably necessary to file or reinstate the effectiveness of such Registration Statement and give written notice to all Holders of Registrable Securities authorizing them to resume sales pursuant to such Registration Statement. If as a result thereof the Prospectus included in any Registration Statement required has been amended to comply with the requirements of the Securities Act, Buyer shall enclose such revised Prospectus with the notice to the Shareholders’ Representative given pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give this Section 6.5, and the Holders written notice of such determination containing, to the extent permitted by law, a general statement Registrable Securities shall make no offers or sales of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements shares pursuant to such Registration Statement other than by means of such revised Prospectus. Buyer need not specify the nature of the event giving rise to any delay or prospectus used suspension in connection therewith as may be necessary any notice to cause such Registration Statement to become effective as promptly as practicable thereafterHolders of Registrable Securities.

Blackout Periods. CRIC shall have (a) In the right case of a Shelf Registration Statement, each Holder of Transfer Restricted Securities agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 3(e)(iii), 3(e)(iv) or 3(e)(v), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to delay the filing or effectiveness of a Registration Statement required until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) or notice from the Issuer that the use of the Prospectus may be resumed, and, if so directed by the Issuer, such Holder will deliver to the Issuer all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that is current at the time of receipt of such notice. The Issuer and the Guarantors agree to proceed promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the related Prospectus to describe such events) such Registration Statement. (b) If the Issuer shall give any such notice to suspend the disposition of Transfer Restricted Securities pursuant to Section 2 a Registration Statement, the Issuer shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or 3 hereof during no more than two amended Prospectus or notice from the Issuer necessary to resume such dispositions (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (eachsuch period, a “Blackout Black-out Period”), . The Issuer may give any such notice only three times during any 365-day period and any such suspensions shall not exceed 60 days for each suspension and 90 days in the event that (i) CRIC would, aggregate for all suspensions during any 365-day period and there shall not be more than three suspensions in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or effect during any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC365-day period; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice suspension for a period not to exceed 7 days that occurs solely as a result of such delay and before such Demand the filing of a post-effective amendment to a Registration Statement becomes effectiveto incorporate annual or quarterly financial information with respect to the Issuer and its subsidiaries where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus shall not be deemed a suspension for purposes of calculating the limits set forth in this sentence; provided, to withdraw such request andfurther, that in any case, if such request is withdrawnBlackout Period occurs for a continuous period in excess of 60 days, such Demand a Registration Default shall not count as one be deemed to have occurred on the 61st day of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period and Special Interest shall be payable in accordance with Section 2(e) from the filing day such Registration Default occurs until such Registration Default is cured or effectiveness of any Registration Statement until the Issuer and the Guarantors are no longer required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of this Agreement to keep such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement effective or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterthe related Prospectus usable.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Company shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have (a) With respect to any Demand Registration Statement, or amendment or supplement thereto, filed pursuant to Section 2.01 or Section 2.09, if the right Board of Directors determines, in its reasonable business judgment, that such registration would cause the Corporation to delay disclose material nonpublic information, which disclosure (i) would be required to be made in any registration statement so that such registration statement would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or required to be made in any prospectus so that such prospectus would not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) would not be required to be made at such time but for the filing or effectiveness of such registration statement or prospectus (the “MNPI Disclosure Condition”), the Corporation may, for a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to reasonable period of time, but not more than one hundred and twenty the period that the Board of Directors reasonably determines that the MNPI Disclosure Condition continues to exist (120) days in any twelve-month period (each, a “Blackout Period”), in suspend the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosureuse or filing of, or any other action to be taken in connection with the prospectusfiling of an amendment or supplement to, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICsuch Demand Registration Statement; provided, however, that (A) a Holder Blackout Period may not be invoked for a period exceeding 60 consecutive days or 90 days in the aggregate in any 360-day period. Following the determination of a Blackout Period by the Corporation, the Corporation shall be entitled, at any time after receiving notice of such delay and before promptly notify the Holders in writing that such Demand Registration Statement becomes effectiveis unavailable for use (or will not be filed as requested). Upon receipt of any such written notice, the Holders shall discontinue use of the prospectus contained in an effective Demand Registration Statement. When any MNPI Disclosure Condition ends or a Blackout Period otherwise terminates, the Corporation shall promptly notify each Holder in writing and promptly take all actions necessary to permit the Holders to deliver a current prospectus or, if a Demand Registration Statement has not yet been filed, to withdraw such request and, if such request is withdrawn, such immediately file the Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Statement. Each Blackout Period shall be deemed to begin on the filing or effectiveness of any Registration Statement required pursuant date that the relevant notice is given to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts be deemed to prepare end on the earlier to occur of (x) the date that the Corporation notifies the Holders that any MNPI Disclosure Condition has ceased to exist and file (y) the date that such Blackout Period has been in effect for 60 days. (b) If the Corporation declares a Blackout Period with the SEC the requisite respect to a Demand Registration Statement or that has not yet been declared effective, the Holders whose Registrable Shares were to be included in such amendments or supplements to such Demand Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterwithdraw their Demand Request therefor.

Blackout Periods. CRIC (a) With respect to any Registration Statement, or amendment or supplement thereto, whether filed or to be filed pursuant to this Agreement, if the General Counsel of the Issuer shall have determine, in his or her good faith judgment, that to maintain the right to delay the filing or effectiveness of such Registration Statement or file an amendment or supplement thereto (or, if no Registration Statement has yet been filed, to file such a Registration Statement required pursuant to Section 2 Statement) would (i) require the public disclosure of material non-public information concerning any transaction or 3 hereof during no more than two negotiations involving the Issuer or any of its consolidated subsidiaries that would materially interfere with such transaction or negotiations, (2ii) periods aggregating to not more than one hundred require the public disclosure of material non-public information concerning the Issuer at a time when its directors and twenty executive officers are restricted from trading in the Issuer’s securities or (120iii) days in any twelve-month otherwise materially interfere with financing plans, acquisition activities or business activities of the Issuer (a “Disadvantageous Condition”), the Issuer may, for the shortest period reasonably practicable (each, a “Blackout Period”), and in any event for not more than 60 consecutive days, notify the event Lead Holder and the other Holders whose sales of Registrable Securities are covered (or to be covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have sold its Registrable Shares (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, then the Issuer shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such shares. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered (b) If the Issuer declares a Blackout Period with respect to a Demand Registration Statement that has not yet been declared effective, (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required Lead Holder may by notice to disclose in the prospectus information not otherwise then required by law Issuer withdraw the related Demand Request without such Demand Request counting against the three Demand Requests permitted to be publicly disclosed made under Section 2.01 and (ii) in neither the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or Lead Holder nor any other action to Holder will be taken in connection with responsible for the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Issuer’s related Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterExpenses.

Blackout Periods. CRIC (a) Notwithstanding anything to the contrary herein— (A) the Company shall have the right be entitled to delay postpone the filing or effectiveness of of, or, at any time after a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (eachhas been declared effective by the Commission suspend the use of, a “Blackout Period”)Registration Statement (including the Prospectus included therein) if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would reasonably be expected, in the event that good faith judgment of the Board, to materially affect the Company in an adverse manner; and (iB) CRIC at any time after a Registration Statement has been declared effective by the Commission and there is no duty to disclose under applicable law, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time would, in the good faith judgment of CRIC’s Board of Directorsthe Board, reasonably be required expected to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect the Company (the period of a postponement or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that suspension as described in clause (A) and/or a Holder delay described in this clause (B), a “Blackout Period”). (b) The Company shall be entitled, at any time after receiving notice promptly (i) notify the Holders in writing of the existence of the event or material non-public information giving rise to a Blackout Period (provided that the Company shall not disclose the content of such delay material non-public information to any Holder, without the express consent of such Holder) or the need to file a post-effective amendment, as applicable, and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during date on which such Blackout Period the filing or effectiveness of any Registration Statement required pursuant will begin, (ii) use commercially reasonable efforts to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, terminate a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterand (iii) notify the Holders in writing of the date on which the Blackout Period ends. (c) A Blackout Period may not be called by the Company more than three (3) times in any period of twelve (12) consecutive months, and the duration of all Blackout Periods shall not exceed ninety (90) days in any period of twelve (12) consecutive months. For purposes of determining the length of a Blackout Period, the Blackout Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) of Section 5(b) and shall end on and include the later of the date the Holders receive the notice referred to in clause (iii) of Section 5(b) and the date referred to in such notice. In the event the Company declares a Blackout Period, the Registration Expiration Date shall be deemed to be extended by the number of days an effective Registration Statement is unavailable.

Blackout Periods. CRIC shall have (a) With respect to any Demand Registration Statement, or amendment or supplement thereto, filed or to be filed pursuant to Section 2.01 or Section 2.10, if the right Board of Directors determines, in its reasonable business judgment, that such registration would cause the Corporation to delay (A) be unable to comply with requirements under the Securities Act or the Exchange Act or (B) disclose material nonpublic information, which disclosure (x) would be required to be made in any registration statement so that such registration statement would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or required to be made in any prospectus so that such prospectus would not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (y) would not be required to be made at such time but for the filing or effectiveness of such registration statement or prospectus (the “MNPI Disclosure Condition”), the Corporation may, for a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to reasonable period of time, but not more than one hundred and twenty the period that the Board of Directors reasonably determines that the MNPI Disclosure Condition continues to exist (120) days in any twelve-month period (each, a “Blackout Period”), in suspend the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosureuse or filing of, or any other action to be taken in connection with the prospectusfiling of an amendment or supplement to, would materially and adversely affect or interfere with any significant financingsuch Demand Registration Statement, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that the Corporation may determine that a Blackout Period exists only twice during any period of consecutive twelve (A12) a months and each such Blackout Period may not exceed an aggregate of sixty (60) days (which period may not be extended or renewed) during such twelve (12) consecutive month period. The Holders shall cause any director of the Corporation who is designated pursuant to the Consent Agreement or who is an Affiliate of any Holder to recuse himself or herself from any decision made pursuant to this Section 2.04(a). The Corporation shall be entitled, at any time after receiving notice of such delay notify the Special Counsel and before the Holders that such Demand Registration Statement becomes effectiveis unavailable for use (or will not be filed as requested) promptly following the determination of a Blackout Period by the Board of Directors. Upon the receipt of any such written notice, the Holders shall forthwith discontinue use of the prospectus contained in an effective Demand Registration Statement. When any MNPI Disclosure Condition shall cease to exist, the Corporation shall promptly notify the Special Counsel and each Holder in writing and promptly take any and all actions necessary to permit the Holders to deliver a current prospectus or, in the case where the Demand Registration Statement has not yet been filed, to withdraw such request and, if such request is withdrawn, file such Demand Registration Statement. Each Blackout Period shall be deemed to begin on the date the relevant notice is given to the Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Corporation gives the Holders a notice that any MNPI Disclosure Condition has ceased to exist and (y) the date on which the number of days during which such Blackout Period has been in effect exceeds the sixty (60)-day limit referred to above. (b) If the Corporation declares a Blackout Period with respect to a Demand Registration Statement that has not yet been declared effective, the Holders whose Registrable Shares were to be included in such Demand Registration Statement may withdraw their Demand Request therefor (and such request shall not count as one of the permitted five Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant Requests referred to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterSection 2.01).

Blackout Periods. CRIC shall have In the right event any Holder's ability to delay sell Registrable Securities under the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no is suspended for more than two (2A) periods aggregating to not more than one hundred and twenty fifteen (12015) days in any twelve-month period calendar year, including without limitation by reason of any suspension or stop order with respect to the Registration Statement or the fact that an event has occurred as a result of which the prospectus (each, including any supplements thereto) included in such Registration Statement then in effect includes an untrue statement of material fact or omits to state a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be material fact required to disclose be stated therein or necessary to make the statements therein not misleading in light of the prospectus information not otherwise circumstances then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directorsexisting, there is a reasonable likelihood that such disclosure, or any but other action to be taken than in connection with a Permitted Public Offering (as hereinafter defined) or (B) 90 days in the prospectusaggregate for so long as Preferred Shares are outstanding, would materially in connection with one or more Permitted Public Offerings ("Suspension Grace Period") then TXB shall pay to each Holder a default payment in an amount equal to three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for each 30-day period from and adversely affect or interfere with any significant financing, acquisition, merger, disposition after the last day of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Suspension Grace Period; provided, however, that the foregoing default payments shall not be assessed for more than six (A6) thirty (30) day periods in one calendar year. For this purpose, a Permitted Public Offering shall mean a public offering of at least $15 million using underwriters reasonably acceptable to the Holders of Preferred Shares, provided each Holder has received not less than 20 days notice of the commencement of the suspension period. Notwithstanding this subparagraph (iii)(B), any Holder's ability to sell Registrable Securities under the Registration Statement may be suspended for 90 days for each Permitted Public Offering, so long as the underwriter for each such offering agrees in writing to enter stabilizing bids during such 90-day suspension period. Such stabilizing bids shall be entitledat the maximum stabilizing bid permitted under Rule 104 of Regulation M promulgated under the Securities Exchange Act of 1934, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersubsequently amended.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of Notwithstanding anything else in this Section 5, if, at any time during which a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be Prospectus is required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken delivered in connection with the prospectussale of any Covered Security, Company determines in good faith and upon the advice of its outside counsel that a development occurred or a condition existed prior to effectiveness of the Registration Statement as a result of which the Registration Statement or the Prospectus contains a material misstatement or omission, or that a material transaction in which Company is engaged or proposes to engage would materially and adversely affect require an immediate amendment to the Registration Statement, a supplement to the Prospectus, or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization a filing under the Exchange Act or other public disclosure of material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice information and the disclosure of such delay and before such Demand Registration Statement becomes effective, transaction would be premature or injurious to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one the consummation of the permitted Demand Registrations transaction, Company will immediately notify Xxxxxxxx thereof by telephone and (B) CRIC shall delay during in writing. Upon receipt of such Blackout Period the filing or effectiveness notification, Xxxxxxxx and its affiliates will immediately suspend all offers and sales of any Registration Statement required Covered Security pursuant to the registration rights of other holders of any securities of CRICRegistration Statement. CRIC shall promptly give In such event, Company will amend or supplement the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement and the Prospectus or make such amendments filings or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective public disclosures as promptly as practicable thereafterand will take such other steps as may be required to permit sales of the Covered Securities thereunder by Xxxxxxxx and its affiliates in accordance with applicable federal and state securities laws. Company will promptly notify Xxxxxxxx after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the Registration Statement and the Prospectus (as so amended or supplemented, if applicable) to Xxxxxxxx in accordance with paragraphs (b) and (c) of this Section 5. Notwithstanding the foregoing, (A) under no circumstances shall Company be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(e) and pursuant to the Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period.

Blackout Periods. CRIC Ivanhoe shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section Sections 2 or 3 hereof during no more than two three (23) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC Ivanhoe would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus material non-public information that Ivanhoe has a bona fide business purpose for preserving as confidential and that is not otherwise then required by law to be publicly disclosed and disclosed, (ii) Ivanhoe determines that the prospectus requires amendment or supplement due to the happening of any event that comes to the attention of Ivanhoe and as a result of which the prospectus would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (iii) in the good faith judgment of CRIC’s Board of DirectorsIvanhoe, there is a reasonable likelihood that such disclosuredisclosure of material non-public information, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICIvanhoe; provided, however, that (A) a Holder Selling Shareholder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is if withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Ivanhoe shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICIvanhoe. CRIC Ivanhoe shall promptly give the Holders Selling Shareholder written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including including, without limitation, upon public disclosure of the material non-public information that was the reason for such Blackout Period) and without any further request from any HolderSelling Shareholder, CRIC Ivanhoe shall (subject to there being no other Blackout period) promptly notify the Holders Selling Shareholder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may Back to Contents be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.