Common use of Holders’ Agreements Clause in Contracts

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notes, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may be, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Registration Statement shall only be made in the manner set forth in such currently effective Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notesseverally but not jointly, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(l) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Supplemental Delay Period, it will keep the fact and content of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Supplemental Delay Period should occur, the Exchange Offer Shelf Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Supplemental Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b9(e) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration PeriodPeriod and which opinion shall be in writing) to the effect that the Transfer Restricted Securities can be freely tradeable tradable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Supplemental Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies then in such Holder's ’s possession, of the Prospectus covering the Transfer Restricted Securities or Exchange Notes, as the case may beSecurities. (d) Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange NotesSecurities, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may be, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n6(m) hereof within the time period periods set forth therein. The Company may exclude from any Shelf Registration Statement the Transfer Restricted Securities of any Holder who does not furnish such information. Each Holder of Transfer Restricted Securities shall promptly furnish to the Company all such information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange NotesSecurities, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j6(i) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange NotesSecurities, as the case may be, will 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 the Transfer Restricted Securities or Exchange NotesSecurities, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notesseverally but not jointly, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beWarrants or Shares, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Supplemental Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Registrable Securities or Exchange Notes, as the case may be, pursuant to the any Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the an amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (cb) If so directed by the Company in a notice of the commencement of a Supplement Supplemental Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the any Prospectus covering the Transfer Restricted Securities or Exchange Notes, as the case may beRegistrable Securities. (dc) Sales of such Transfer Restricted Registrable Securities pursuant to a any Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement and in accordance with applicable law. (d) Upon the sale of Registrable Securities pursuant to any Shelf Registration Statement, each Holder will deliver to the Trustee, the Warrant Agent, or Company's transfer agent, as applicable, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit A, so that the Registrable Securities may be properly transferred. (e) Prior to and as a condition to the exercise of Warrants, such Holder shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, deliver to the Company a letter substantially in the form attached to the Warrant Agreement as Exhibit B and an opinion of counsel if the Company so requests and such certificates and other information as the Company and/or the Warrant Agent may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange NotesSecurities, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may be, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n6(m) hereof within the time period set forth therein. The Company may exclude from any Shelf Registration Statement the Transfer Restricted Securities of any Holder who does not furnish such information. Each Holder of Transfer Restricted Securities shall promptly furnish to the Company all such information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange NotesSecurities, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j6(i) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange NotesSecurities, as the case may be, will 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 the Transfer Restricted Securities or Exchange NotesSecurities, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.

Holders’ Agreements. Each Holder agrees that, in connection with (x) the Qualified IPO of the Company’s common equity securities and (y) any other underwritten Public Offering in which such Holder participates, such Holder shall (i) not sell, make any short sale of or enter into any other derivative transactions with respect to, loan, grant any option for the purchase of, or otherwise Transfer Restricted any Registrable Securities (other than those included in such Registration, if any, and Exchange Notesthen only pursuant to such Registration) without the prior written consent of the Company and/or the underwriters managing the Public Offering of the Company’s securities during the period beginning seven (7) days prior to the effective date of the applicable registration statement (or, by the acquisition if applicable, such lesser period commencing as of such Transfer Restricted Securities or Exchange Notes, time as the Holders acquire actual notice of such Public Offering, in the case of a Piggyback Registration) and ending one hundred eighty (180) days following the pricing of the Public Offering contemplated by clauses (x) and (y), and (ii) enter into and be bound by such form of agreement with respect to the foregoing as the Company and/or the underwriters may berequest, agrees: provided that such Holder shall not be so obligated pursuant to this Section 5 unless the Company, each of its directors and officers and each holder of 5% or more of the Company’s outstanding securities participating in such Public Offering enter into the same form of agreement referred to in clause (ii) of this sentence. Nothing herein shall prevent a Holder from transferring Registrable Securities to a (a) To furnish “Subscriber Affiliate” as defined in, and subject to the information required terms of, the Subscription Agreement or to an “Affiliate” as defined in, and subject to the terms of, the Note and Unit Subscription Agreement, provided that such transferee agrees to be furnished pursuant bound by the provisions of this Agreement to Section 5(nthe extent the transferor would be so bound, provided, further, that if (A) hereof within the time Company issues an earnings release or discloses other material information or a material event relating to the Partnership occurs during the last 17 days of such one hundred eighty (180) day period set forth therein. or (bii) That prior to the expiration of such one hundred eighty (180) day period, the Company announces that it will release earnings results during the 16-day period beginning upon receipt the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant registered offering required hereunder to the Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (bcomply with Rule 2711(f)(4) of the Purchase AgreementFinancial Industry Regulatory Authority, shall Inc., such period will be reasonably satisfactory to extended until 18 days after the Majority Holders earnings release or disclosure of other material information or the occurrence of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notesmaterial event, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Registration Statement shall only be made in the manner set forth in such currently effective Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notesseverally but not jointly, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(l) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Supplemental Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Supplemental Delay Period should occur, the Exchange Offer Shelf Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Supplemental Delay Period is comprised; provided PROVIDED that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b9(e) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration PeriodPeriod and which opinion shall be in writing) to the effect that the Transfer Restricted Securities can be freely tradeable tradable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Supplemental Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may beSecurities. (d) Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notes, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may be, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Registration Statement shall only be made in the manner set forth in such currently effective Registration Statement.deliver

Holders’ Agreements. Each Holder To the extent not inconsistent with applicable law, each holder of Transfer Restricted Registrable Securities and Exchange Notesagrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, it will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included by such holder in the acquisition offering in question, if any)(including pursuant to Rule 144 under the Securities Act) without the prior written consent of the Company or such Transfer Restricted Securities or Exchange Notesunderwriters, as the case may be, agrees: (ai) To furnish with respect to the information required Company’s initial Public Offering, for the seven (7) days prior to, and during the one hundred eighty (180) day period following, the effective date of the registration statement for the Company’s initial Public Offering (the “IPO Lock-Up Period”), (ii) with respect to any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, for the seven (7) days prior to, and during the ninety (90) day period following (or such shorter period as may be furnished pursuant agreed to Section 5(nby the managing underwriter(s) hereof within of such underwritten offering), the time period set forth therein. effective date of the registration statement for such underwritten offering, and (biii) That upon receipt of a written notice from the Company of the commencement of a Supplement Delay Periodan underwritten distribution in connection with any shelf or other registration statement, it will keep for the fact seven (7) days prior to, and during the ninety (90) day period following (or such shorter period as may be agreed to by the managing underwriter(s) of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j) hereof, or until receipt of the Advice. If a Supplement Delay Period should occurunderwritten offering), the Exchange Offer Registration Period or the Shelf Registration date of commencement of such distribution (each such period in (i), (ii) and (iii), a “Holdback Period”), as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director of the Purchase Agreement, shall Company also agrees to such restrictions. The Holdback Period may be reasonably satisfactory extended to the Majority Holders extent necessary for a managing or co-managing underwriter of an underwritten Public Offering to accommodate regulatory restrictions, including the restrictions contained in FINRA Rule 2711(f)(4) or any successor rule, on (i) the publication of or distribution of research reports and (ii) analyst recommendations and opinions. Any waiver of a Holdback Period or any extension thereof will be made on a pro rata basis if permitted by the managing underwriter(s) of the Transfer Restricted registered offering or distribution. Nothing herein shall prevent a holder of Registrable Securities named from transferring Registrable Securities to a permitted Transferee (as defined in the Shelf Registration PeriodStockholders’ Agreement) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may be. (d) Sales of such Transfer Restricted Registrable Securities pursuant to Section 3 of the Stockholders’ Agreement; provided, that the Transferees of such Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound. Subject to approval by the Board, the underwriters in connection with a Registration Statement Public Offering are intended third-party beneficiaries of this Section 5.1 and shall only be made in have the manner set forth in such currently effective Registration Statementright, power and authority to enforce the provisions hereof as though they were a party hereto.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange NotesSecurities, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(n) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Shelf Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a5(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Registration Statement shall only be made in the manner set forth in such currently effective Registration Statement.than

Holders’ Agreements. Each Holder of Transfer Restricted Securities and ------------------- Exchange NotesSecurities, by the acquisition of such Transfer Restricted Securities or Exchange NotesSecurities, as the case may be, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(n) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange NotesSecurities, as the case may be, pursuant to the Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(j) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange NotesSecurities, as the case may be, will 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 the Transfer Restricted Securities or Exchange NotesSecurities, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Registration Statement shall only be made in the manner set forth in such currently effective Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange NotesSecurities, severally but not jointly, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(k) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Filing Delay Period, it will keep to fact of such notice confidential. (c) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occuroccurs, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, Period shall be extended by the number of days of which the Supplement Delay Period is comprisedcomprises; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b9(e) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration PeriodPeriod and which opinion shall be in writing if the Majority Holders so request) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (cd) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may beSecurities. (de) Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange NotesSecurities, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(n) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Shelf Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company NTL Communications and/or NTL Incorporated has received an opinion of counsel (which counsel, if different from counsel to the Company NTL Communications and NTL Incorporated referred to in Section 6(aSections 8 (a) and (b8(b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company NTL Communications or NTL Incorporated in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will deliver to the Company NTL Communications (at the Company's NTL Communications' expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering the Transfer Restricted Securities or Exchange Notes, as the case may beSecurities. (d) Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notesseverally but not jointly, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(k) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occuroccurs, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, Period shall be extended by the number of days of which the Supplement Delay Period is comprisedcomprises; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b9(e) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration PeriodPeriod and which opinion shall be in writing if the Majority of the Holders so request) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may beSecurities. (d) Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and ------------------- Exchange Notes, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may be, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(n) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(j) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Registration Statement shall only be made in the manner set forth in such currently effective Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notes, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(l) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Shelf Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b6(b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Registration Statement shall only be made in the manner set forth in such currently effective Registration Statement.the

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notesseverally but not jointly, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(k) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Supplemental Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Supplemental Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may beSecurities. (d) Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration StatementStatement and in accordance with applicable law. Upon each such sale, each selling Holder will deliver a notice of such sale, substantially in the form of Exhibit B to the Company and the Trustee.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notesseverally but not jointly, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beShares, agrees: (a) To The Shares have not been registered under the Securities Act, and such Holder agrees, on its own behalf and on behalf of each account for which it acquires any Shares, that such Shares may be offered, resold, pledged or otherwise transferred only (i) in a transaction meeting the requirements of Rule 144 under the Securities Act or in accordance with a valid exemption from the registration requirements of the Securities Act, (ii) to the Company or (iii) pursuant to an effective Shelf Registration Statement, and, in each case, in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. Such Holder agrees that it will furnish the Company and the Company’s transfer agent an opinion of counsel, if the Company so requests, that the foregoing restrictions on transfer have been complied with, and such certificates and other information as the Company may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. Such Holder understands that the Company’s transfer agent will not be required to be furnished pursuant accept for registration of transfer any Shares, except upon presentation of evidence satisfactory to Section 5(n) hereof within the time period set forth thereinCompany, including an opinion of counsel if the Company so requests, that the foregoing restrictions on transfer or exercise have been complied with. (b) That upon receipt of a notice of the commencement of a Supplement Supplemental Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Registrable Securities or Exchange Notes, as the case may be, pursuant to the any Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the an amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Supplemental Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies then in such Holder's ’s possession, of the any Prospectus covering the Transfer Restricted Securities or Exchange Notes, as the case may beRegistrable Securities. (d) Sales of such Transfer Restricted Registrable Securities pursuant to a any Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement and in accordance with applicable law. (e) Upon the sale of Registrable Securities pursuant to any Shelf Registration Statement, each Holder will deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit A, so that the Registrable Securities may be properly transferred.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notesseverally but not jointly, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) a. To furnish the information required to be furnished pursuant to Section 5(nSections 3(c) and 4(k) hereof within the time period periods set forth therein. (b) b. That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occuroccurs, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, Period shall be extended by the number of days of which the Supplement Delay Period is comprisedcomprises; provided that (1) the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b9(e) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration PeriodPeriod and which opinion shall be in writing if the Majority of the Holders so request) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration StatementStatement and (2) in no event shall the Shelf Registration Period be extended beyond two years from the date of original issuance of the Preferred Stock. (c) c. If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will deliver to the Company (at the Company's expense) or, if requested by the Company destroy (and confirm such designation in writing to the Company), all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering the Transfer Restricted Securities or Exchange Notes, as the case may beSecurities. (d) d. Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.

Holders’ Agreements. Each Holder To the extent not inconsistent with applicable law, each holder of Transfer Restricted Registrable Securities and Exchange Notesagrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, by it will (a) not sell, make any short sale of, loan, grant any option for the acquisition purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included in the registration, if any) without the prior written consent of the Company or such Transfer Restricted Securities or Exchange Notesunderwriters, as the case may be, agrees: (ai) To furnish for up to 14 days prior to, and during the information required to be furnished pursuant to Section 5(n90-day period following, the effective date of a registration statement of the Company filed under the Securities Act; and (ii) hereof within for the time 180-day period set forth therein. following the Company becoming Public (as a result of the Merger or otherwise); and (b) That upon receipt enter into and be bound by such form of a notice agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each officer and director and each third party who holds 5.0% or more of the commencement outstanding equity securities of the Company also agrees to such restrictions. Notwithstanding anything to the contrary contained in this Section 5.1, if (i) during the last 17 days of the initial lock-up period described above, the Company releases earnings results or announces material news or a Supplement Delay Periodmaterial event or (ii) prior to the expiration of the initial lock-up period, the Company announces that it will keep release earnings results during the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as 15-day period following the case may be, pursuant to the Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt last day of the amended initial lock-up period, then in each case the lock-up period described above will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or supplemented Registration Statement the announcement of the material news or Prospectusmaterial event, as applicable, unless the managing underwriters waive, in writing, such extension. Nothing herein shall prevent a holder of Registrable Securities from transferring Registrable Securities to a permitted transferee as contemplated by provided for in Section 5(j) hereof, or until receipt 7 of the Advice. If a Supplement Delay Period should occurStockholders Agreement; provided, the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, shall that any transferees of such Registrable Securities agrees to be extended bound by the number provisions of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel this Agreement to the Company referred to in Section 6(a) and (b) of extent the Purchase Agreement, shall transferor would be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration Period) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statementso bound. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may be. (d) Sales of such Transfer Restricted Securities pursuant to a Registration Statement shall only be made in the manner set forth in such currently effective Registration Statement.

Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notesseverally but not jointly, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may beSecurities, agrees: (a) To furnish the information required to be furnished pursuant to Section 5(n4(l) hereof within the time period set forth therein. (b) That upon receipt of a notice of the commencement of a Supplement Delay Period, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Transfer Restricted Securities or Exchange Notes, as the case may be, pursuant to the Shelf Registration Statement, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 5(j4(h) hereof, or until receipt of the Advice. If a Supplement Delay Period should occur, the Exchange Offer Shelf Registration Period or the Shelf Registration Period, as applicable, shall be extended by the number of days of which the Supplement Delay Period is comprised; provided that the Shelf Registration Period shall not be extended if the Company has received an opinion of counsel (which counsel, if different from counsel to the Company referred to in Section 6(a) and (b6(b) of the Purchase Agreement, shall be reasonably satisfactory to the Majority Holders of the Transfer Restricted Securities named in the Shelf Registration PeriodPeriod and which opinion shall be in writing if the Majority of the Holders so request) to the effect that the Transfer Restricted Securities can be freely tradeable without the continued effectiveness of the Shelf Registration Statement. (c) If so directed by the Company in a notice of the commencement of a Supplement Delay Period, each Holder of Transfer Restricted Securities or Exchange Notes, as the case may be, will 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 the Transfer Restricted Securities or Exchange Notes, as the case may beSecurities. (d) Sales of such Transfer Restricted Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.