Common use of Limitations on Demand and Piggyback Rights Clause in Contracts

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, or (iii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines that such registration or offering or takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commenced, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company PubCo: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which PubCo is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of PubCo or any Subsidiary that are convertible for Interests or Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; or (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, or (iii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction. (b) The Company PubCo may postpone the filing of a demanded registration statement or statement, suspend the initial effectiveness of any shelf registration statement, statement or defer initiating the process for a demanded delay offerings and sales under any effective shelf takedown, registration statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company PubCo determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business business, acquisition or divestiture or financing transaction of the Company PubCo or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the CompanyPubCo; provided that the Company PubCo shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice once in any 360 day 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by PubCo of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. Each Investor shall be subject to such lockup arrangements so long as an Investor holds more than 1% of the then outstanding Capital Stock of the IPO Entity. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued; provided, that any such offering will not be deemed to be “pursued” if such offering has not been consummated within 45 days of the date on which the registration statement with respect to such offering was declared effective. After an underwritten offering demanded by an Investor, such Investor may not make another demand for an underwritten offering prior to 60 days after the completion of such demanded offering (or, if applicable, 30 days after the date such prior demanded offering was abandoned). Notwithstanding anything in this Agreement to the contrary, the Stockholders Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company IPO Entity (i) covered by a Form S-8 registration statement or a successor form applicable solely to employee benefit-related offers and sales, (ii) where the securities Shares are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iii) where the offering is a bona fide offering of securities other than Class A Common StockShares, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise Shares that are registered as part of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionsuch offering. (b) The Company IPO Entity may postpone the filing (but not the preparation) of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 60 days if the board of directors Board of the Company IPO Entity reasonably determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business or financing transaction of the Company IPO Entity (a “Valid Business Reason”) or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day periodIPO Entity. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transactionValid Business Reason, a date that is five Business Days after such Valid Business Reason no longer exists, but in no event, not later than 90 60 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the IPO Entity of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed. Notwithstanding the foregoing, the IPO Entity shall not be permitted to suspend or withdraw a registration statement more than once during any twelve (12)-month period or for a period exceeding 60 days on any one occasion. In the case of an event that causes the Company to delay the filing of a demanded registration statement or to suspend the use of the effectiveness of a shelf registration statement, the Company shall give a notice to the demanding Holder or the holders of Registrable Securities registered pursuant to such shelf registration statement, as applicable, stating generally the basis for the notice and that such delay or suspension. Notwithstanding any provision herein to the contrary, if the Company provides a notice with respect to the delay in filing a demanded registration statement or the suspension of the effectiveness of a shelf registration statement, the Company agrees that it shall extend the period of time during which any such registration statement shall be maintained effective pursuant to this Agreement by the number of days during which such delay or suspension was continuing.

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable contractual lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholder will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company: (1) a registration relating solely to employee benefit plans; (2) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (3) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (i4) covered by a Form S-8 registration statement relating solely to dividend reinvestment or similar plans; (5) a successor form applicable shelf registration statement relating to employee benefit-related offers and sales, debt securities of the Company or any Subsidiary that are convertible for common equity of the Company; or (ii6) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, or (iii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction. (bii) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 ninety (90) days if the board of directors of (1) the Company has initiated a registered offering of its securities and continues to actively employ, in good faith, all reasonable efforts to cause the applicable registration statement to become effective; (2) Securityholder has requested an underwritten offering and the Company and Securityholder are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (3) the Board determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business business, acquisition or divestiture or financing transaction of the Company or is reasonably likely to require premature disclosure of information, information that the premature disclosure of which could materially and adversely affect the CompanyCompany has a bona fide business purpose for not disclosing publicly; provided that the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice one (1) time in any 360 day twelve (12) month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commenced, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for Interests or Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iiivii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionan Exchange Registration. (b) The Company may postpone the filing of a demanded registration statement (other than in connection with the Company’s IPO) or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business business, acquisition or divestiture or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice once in any 360 day 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered an underwritten offering or takedown or any exercise of piggyback rights in connection therewith shelf “takedown” will be subject to the constraints of (i) any applicable “clear market” or lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such “clear market” or lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered underwritten offering or for an underwritten shelf “takedown”, no further demands may be made so long as the related such offering or takedown is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Carlyle Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the securities Shares are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iii) where the offering is a bona fide offering of securities other than Class A Common StockShares, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionShares. (bii) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 days if (A) the board Board of directors Directors of the Company determines reasonably believes that the filing of such registration statement or offering or takedown could materially interfere with a bona fide business or financing transaction not suspending the effectiveness of the Company or is reasonably likely to require premature disclosure of informationany such shelf registration statement, the premature disclosure of which could as applicable, would materially and adversely affect a proposal or plan by the CompanyCompany to engage in (directly or indirectly through any of its subsidiaries): (1) a material acquisition or divestiture of assets; (2) a merger, consolidation, tender offer, reorganization; or (3) a material financing or any other material business transaction with a third party or (B) the Company is, based on the advice of counsel, in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company (the foregoing clauses (i) and (ii), a “Valid Business Reason”); provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b3.1(f)(ii) on more than twice one occasion in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and black-out period imposed pursuant to clause (iiA) in the case of disclosure of non-public informationpreceding sentence, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedcommenced or (y) the date upon which the circumstances described in clause (A) in the preceding sentence are no longer applicable in the good faith judgment of the Company, and (ii) in the case of a black-out period imposed pursuant to clause (B) in the preceding sentence, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or quarterly report on Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreementrestrictions, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements restrictions no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, no Stockholder may make another demand for an underwritten offering prior to the expiration of the lockup, if any, applicable to its prior demanded offering (or, if applicable, 30 days after the date such prior demanded offering was abandoned). Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) of shares covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and salessales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plan, (ii) where the securities shares are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iii) where the offering is a bona fide offering of securities other than Class A Common Stockshares, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise shares that are registered as part of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionsuch offering. (b) The Company may postpone defer the filing of a demanded registration statement or suspend the effectiveness facilitation of any shelf registration statement, a registered offering or defer initiating the process for a demanded shelf takedown, in any such case for a reasonable “blackout period” that shall not in excess of 90 days exceed the applicable limits specified below if the board of directors of the Company determines that such registration or registration, offering or takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information otherwise is otherwise disclosedor becomes public knowledge.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Holders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for common equity and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in ; (vii) an acquisition covered by a Form S-4, exchange registration; or (iiiviii) a registration of Securities where the offering is a bona fide offering of securities other than Class A Common Stockdebt securities, even if such securities Securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionShares. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process statement for a demanded shelf takedown, for a reasonable “blackout period” not in excess of (i) 60 days in any 90-day period and (ii) 90 days in any 12-month period, if the board of directors of the Company (the “Board”) determines in good faith that such registration or offering or takedown could (i) materially interfere with a bona fide business business, reorganization, acquisition or divestiture or financing transaction of the Company or is its Subsidiaries; (ii) require disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential; or (iii) be reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that provided, that, the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 12-month period (except that the Company shall be able to use this right more than twice in any 12-month period if the Company is exercising such right during the 15-day periodperiod prior to the Company’s regularly scheduled quarterly earnings announcement and the total number of days of postponement in such 12-month period does not exceed 90 days). The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 60 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Annual Report on Form 10-K or Quarterly Report on Form 10-Q, or (y) the date upon which such information otherwise is otherwise discloseddisclosed or becomes public knowledge.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Holders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for common equity and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in ; (vii) an acquisition covered by a Form S-4, exchange registration; or (iiiviii) a registration of Securities where the offering is a bona fide offering of securities other than Class A Common Stockdebt securities, even if such securities Securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionShares. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process statement for a demanded shelf takedown, for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company (the “Board”) determines in good faith that such registration or offering or takedown could (i) materially interfere with a bona fide business business, reorganization, acquisition or divestiture or financing transaction of the Company or is its Subsidiaries; (ii) require disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential; or (iii) be reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided provided, that, the Company shall not delay the filing of any demanded registration statement more than once in any 12-month period (except that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant be able to use this Section 2.6(b) right more than twice once in any 360 12-month period if the Company is exercising such right during the 15-day periodperiod prior to the Company’s regularly scheduled quarterly earnings announcement and the total number of days of postponement in such 12-month period does not exceed 90 days). The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Annual Report on Form 10-K or Quarterly Report on Form 10-Q, or (y) the date upon which such information otherwise is otherwise discloseddisclosed or becomes public knowledge.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup “lock-up” arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow “lock-up” arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Investors will not have piggyback or other registration rights with respect to registered primary offerings by the Company (iA) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (iiB) where the securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iiiC) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, in each case for a reasonable “blackout period” not in excess of 90 days the applicable limits specified below, if the board of directors Board of the Company determines that such registration or offering or takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day period. The blackout period will end upon the earlier to occur of, (iA) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (iiB) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information otherwise is otherwise disclosedor becomes public knowledge. (c) The Founder Investor shall not be the Requesting Holder (A) pursuant to Section 2.1 or Section 2.4 prior to the expiration of the “lock-up” arrangements entered into with the underwriters in connection with the Blackstone Investor’s first demand registration pursuant to Section 2.1 or Section 2.4 following the IPO, (B) for more than two (2) demands pursuant to Section 2.1 and (C) for more than two (2) demands during any consecutive twelve (12) month period (whether pursuant to Section 2.1 or Section 2.4 or a combination). A demand by the Founder Investor for a non-shelf registered offering or a shelf takedown for an offering that will result in the imposition of a “lock-up” on the Company or any Investor may not be made unless the Registrable Securities requested to be sold by the demanding Requesting Holder in such offering have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 million.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for Interests or Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iiivii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionan Exchange Registration. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business business, acquisition or divestiture or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice once in any 360 day 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or With respect to any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions registrations requested pursuant to Section 2.2 or Section 2.3, the applicable Support Agreements, and (ii) Company may include in such registration any other equity securities of the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursuedCompany. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement Registration Statement (or a successor form form) applicable to employee benefit-related offers and sales, (ii) where the securities are not being sold for cash, including securities issued as consideration in an acquisition (iii) covered by a registration statement on Form S-4, S-4 (or successor form) or (iiiiv) where the offering is relating to a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether corporate reorganization pursuant to Rule 145 promulgated by the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionSEC. (b) Any demand for the filing of a Registration Statement will be subject to the constraints of any customary and reasonable lockup arrangements entered into by the Company in connection with a then pending underwritten offering, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made under this Article II, no further demands may be made so long as the related offering is still being pursued in good faith. (c) The Company may postpone the filing of a demanded registration statement any Registration Statement or suspend the effectiveness of any shelf registration statementRegistration Statement (including, without limitation, the Closing Shares Registration Statement), any amendment or defer initiating the process for a demanded shelf takedown, post-effective amendment thereto or prospectus supplement for a reasonable “blackout period” not in excess of 90 60 days if the board of directors of the Company determines in good faith that such registration registration, offering, amendment or offering or takedown could supplement (i) would materially interfere with a bona fide business business, financing or financing acquisition (including any merger, reorganization, consolidation, tender offer or similar transaction) transaction of the Company or is because it would be reasonably likely to require premature disclosure of material, nonpublic information, the premature disclosure of which could materially the board of directors reasonably determines in the exercise of its good faith judgment (and adversely affect not for the avoidance of its obligations under this Agreement) would not be in the best interests of the Company, or (ii) could not be effected by the Company in compliance with the applicable financial statement requirements under the Securities Act or Exchange Act (such event described in this Section 2.6(c) during which the Company is not required to make such filing, amendment or supplement is herein referred to as a “Permitted Interruption”); provided provided, however, that the Company shall not postpone the filing of a demanded registration statement Registration Statement or suspend the effectiveness of any shelf registration statement Registration Statement pursuant to this Section 2.6(b) 2.6 more than twice once in any 360 90-day period. If a Permitted Interruption affects a Registration Statement during the period such Registration Statement remains effective, the Company agrees to notify each of the Stockholders so affected by a Permitted Interruption in writing as promptly as practicable upon each of the commencement and the termination of each Permitted Interruption. The blackout period Company shall not be required in such notice of a Permitted Interruption to disclose the cause for such Permitted Interruption, and each Stockholder agrees, subject to applicable law, that it will end not disclose receipt of such notice of Permitted Interruption to any Person. Each Stockholder agrees that, upon receipt of any such notice from the Company, such Stockholder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement until the earlier to occur of, of (i) in such Stockholder’s receipt of the case Company’s notice as to the termination of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, Permitted Interruption and (ii) in 90 days after receipt of the case original notice of disclosure a Permitted Interruption. In the event of non-public informationa Permitted Interruption, the earlier duration of the applicable period in which a Registration Statement is to occur remain effective shall be extended by the number of (x) days of such period. The Company shall reimburse each holder of Registrable Securities for all reasonable and documented out-of pocket costs and expenses incurred by such Stockholder in connection with the postponement or withdrawal of such a date not later than 90 days from the date such deferral commenced, or (y) the date upon which such information is otherwise disclosedfiling.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for common equity and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iiivii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionan exchange registration. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business business, acquisition or divestiture or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice once in any 360 day 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Notwithstanding anything in this Agreement to the contrary, the first two demands by Sponsor Demand Holders, whether a non-shelf offering or an underwritten takedown, must be for underwritten, marketed, registered offerings only. (b) Any demand for the filing of a registration statement (other than a Preferred Investors Registration Statement) or for a registered offering or takedown (including an offering or any exercise takedown off of piggyback rights in connection therewith a Preferred Investors Registration Statement) will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow AgreementLock-Ups, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements constraints no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Each Sponsor Demand Holder other than the Colony Financial Entities shall be permitted a maximum of an aggregate of three demands for underwritten offerings pursuant to Section 2.1 or Section 2.4. The Colony Financial Entities shall be permitted a maximum of an aggregate of one demand for an underwritten offering pursuant to Section 2.1 or Section 2.4. Sponsor Demand Holders are permitted to make joint demands and aggregate the number of ABS Registrable Securities set forth in their requests so as to meet the minimum requested ownership thresholds set forth in Sections 2.1 and 2.4. (c) Notwithstanding anything in this Agreement to the contrary, the Stockholders Company shall not be required to effect more than one demand registration in any 30-day period (with such 30-day period commencing on the closing date of any underwritten offering pursuant to a preceding demand registration); provided that (i) if a Sponsor Demand Holder consummated a demand for a “takedown” of shares through a block trade or an overnight transaction in such 30 day period, this provision shall not apply to a subsequent demand registration (including a “takedown” of shares) by a Majority Investors Holder in such 30-day period and (ii) if a Majority Investors Holder consummated a demand for a “takedown” of shares through a block trade or an overnight transaction in such 30-day period, this provision shall not apply to a subsequent demand registration (including a “takedown” of shares) by a Sponsor Demand Holder in such 30-day period. (d) Notwithstanding anything in this Agreement to the contrary, the Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-4 or a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and salesform, (ii) where the securities shares of Class A Common Stock are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iii) where the offering is a bona fide offering of securities other than shares of Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for shares of Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction. (be) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statementa demand registration, or defer initiating the process for a demanded including an underwritten shelf takedown, for a reasonable “blackout period” not in excess of 90 days if if, based on the board of directors good faith judgment of the Company determines that Board of Directors of the Company, upon consultation with outside counsel, such registration filing, the effectiveness of a demand registration, or offering or takedown could the consummation of an underwritten shelf takedown, as the case may be, would (i) reasonably be expected to materially impede, delay, interfere with or otherwise have a bona fide material adverse effect on any material acquisition of assets (other than in the ordinary course of business), merger, consolidation, tender offer, financing or any other material business or financing transaction of by the Company or is reasonably likely to any of its subsidiaries or (ii) require premature disclosure of informationmaterial information that has not been, and is otherwise not required to be, disclosed to the public, the premature disclosure of which could materially and adversely affect the Board of Directors of the Company; , after consultation with outside counsel to the Company, believes would be detrimental the Company, provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of be permitted to impose any shelf registration statement pursuant to this Section 2.6(b) such blackout period more than twice two times in any 360 day 12-month period and provided further that any such delay shall not be more than an aggregate of 120 days in any 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commenced, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. No Principal Stockholder shall be subject to such lockup arrangements to the extent such Principal Stockholder holds less than 5% of the then outstanding Common Stock of the Registrant (on a fully exchanged basis assuming all outstanding LLC Units other than those held by the Registrant or its wholly owned subsidiaries were exchanged for Shares). If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued; provided, that any such offering will not be deemed to be “pursued” if such offering has not been consummated within 45 days of the date on which the registration statement with respect to such offering was declared effective. Notwithstanding anything in this Agreement to the contrary, the Stockholders Holders will not have piggyback or other registration rights with respect to (i) registered primary offerings by the Company Registrant (iA) covered by a Form S-8 registration statement or a successor form applicable solely to employee benefit-related offers and sales, (iiB) where the securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iiiC) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to Stock that are registered as part of such offering; or (ii) any shelf takedown (whether registration statement filed pursuant to the exercise of demand rights or at the initiative terms of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionPIPE Subscription Agreements. (b) The Company Registrant may postpone the filing (but not the preparation) of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 60 days if the board of directors Board of the Company Registrant reasonably determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business or financing transaction of the Company Registrant (a “Valid Business Reason”) or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day periodRegistrant. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transactionValid Business Reason, a date that is five Business Days after such Valid Business Reason no longer exists, but in no event, not later than 90 60 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Registrant of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed. Notwithstanding the foregoing, the Registrant shall not be permitted to suspend or withdraw a registration statement more than once during any twelve (12)-month period or for a period exceeding 60 days on any one occasion. In the case of an event that causes the Registrant to delay the filing of a demanded registration statement or to suspend the use of the effectiveness of a shelf registration statement, the Registrant shall give a notice to the demanding Holder or the holders of Registrable Securities registered pursuant to such shelf registration statement, as applicable, stating generally the basis for the notice and that such delay or suspension. Notwithstanding any provision herein to the contrary, if the Registrant provides a notice with respect to the delay in filing a demanded registration statement or the suspension of the effectiveness of a shelf registration statement, the Registrant agrees that it shall extend the period of time during which any such registration statement shall be maintained effective pursuant to this Agreement by the number of days during which such delay or suspension was continuing.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company on Form S-4 or Form S-8 (or other similar successor forms then in effect under the Securities Act), if such registered primary offerings are registrations (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and salesbenefit plans, (ii) pursuant to which the Company is offering Equity Securities solely to then-existing stockholders of the Company, (iii) relating solely to dividend reinvestment or similar plans, (iv) pursuant to which the Company intends to exchange its own Securities for other Securities, (v) on any registration form which does not permit secondary sales or which does not include substantially the same information as would be required to be included in a registration statement for Registrable Securities, (vi) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for Equity Securities or Class A Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted, or (vii) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, or (iii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction. (b) The Upon prior written notice to the Investor, the Company may postpone the filing of a demanded registration statement or suspend the initial effectiveness or continued use of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 60 days if the board of directors of the Company determines in good faith that such registration or offering or takedown could (i) materially interfere with a bona fide business acquisition or divestiture or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company or (ii) require the inclusion, in any related registration statement, of financial statements that are unavailable to the Company for reasons beyond the Company’s control; provided that the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day 12-month period; provided further, that in the event there are two blackout periods in any 12-month period, such blackout periods may not occur consecutively. The blackout period will end upon the earlier to occur of, (iA) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 60 days from the date such deferral commenced, and commenced or (iiB) in the case of disclosure of material non-public informationinformation or in the case that financial statements are unavailable to the Company for reasons beyond the Company’s control, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or and (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Notwithstanding anything to the contrary herein, (i) First Reserve shall not, without the prior consent of the Company, be entitled on more than four (4) occasions to demand either a non-shelf registered offering or a Marketed Underwritten Shelf Takedown, and (ii) the Non-Sponsor Majority Holders shall not, without the prior consent of the Company, be entitled on more than four (4) occasions to demand either a non-shelf registered offering or a Marketed Underwritten Shelf Takedown; provided, that in the event cutbacks are applied such that First Reserve or the Non-Sponsor Majority Holders, as the case may be, sell less than 50% of the shares sought to be sold by such Stockholders in the relevant demanded offering, such offering will not constitute a demand for the purposes of this Section 2.6(a). (b) Any demand for the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant period applicable to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow AgreementCompany’s Initial Public Offering, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the securities shares are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iii) where the offering is a bona fide offering of securities other than Class A Common Stockshares, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stockshares. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction. (bc) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, for a reasonable “blackout period” not in excess of 90 75 days if the board of directors of the Company determines that such registration or offering or takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 75 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed; provided that the number of any such delays shall not exceed one in any twelve (12) month period.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including and any such demand other than the lockup restrictions shelf registration pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) Section 2.3 must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for common equity and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iiivii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionan exchange registration. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business business, acquisition or divestiture or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice once in any 360 day 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed. (c) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than two Demand Registrations pursuant to Sections 2.1 and 2.4 in any twelve month period. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration under Section 2.1 or Section 2.4 unless Imperium holds 10% or more of the outstanding shares of Common Stock of the Company.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Holders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for common equity and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, ; or (iiivii) a registration of Securities where the offering is a bona fide offering of securities other than Class A Common Stockdebt securities, even if such securities Securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionShares. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process statement for a demanded shelf takedown, for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines in good faith that such registration or offering or takedown could (i) materially interfere with a bona fide business business, reorganization, acquisition or divestiture or financing transaction of the Company or is its Subsidiaries; (ii) require disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential; or (iii) be reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that provided, that, the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice once in any 360 12-month period (except that the Company shall be able to use this right more than once in any 12-month period if the Company is exercising such right during the 15-day periodperiod prior to the Company’s regularly scheduled quarterly earnings announcement and the total number of days of postponement in such 12-month period does not exceed 120 days). The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information otherwise is otherwise discloseddisclosed or becomes public knowledge.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for Interests or Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted or (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, or (iii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business business, acquisition or divestiture or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice once in any 360 day 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed. (c) Notwithstanding any provision herein, from and after the time that the Navigation Holders cease to own at least five (5) percent of the then issued and outstanding Class A Common Stock together with the number of shares of Class A Common Stock issuable at such time upon the exchange of the then issued and outstanding membership interests of Exeter Finance LLC pursuant to the LLC Agreement, the Navigation Holders will have no further demand rights pursuant to this Agreement.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or Form S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for common equity and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in ; (vii) an acquisition covered by a Form S-4, exchange registration; or (iiiviii) a registration of Securities where the offering is a bona fide offering of securities other than Class A Common Stockdebt securities, even if such securities Securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionShares. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company Board determines in good faith that such registration or offering or takedown could (i) materially interfere with a bona fide business business, reorganization, acquisition or divestiture or financing transaction of the Company or its Subsidiaries; (ii) require disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential; or (iii) or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice once in any 360 12-month period (except that the Company shall be able to use this right more than once in any 12-month period if the Company is exercising such right during the 15-day periodperiod prior to the Company’s regularly scheduled quarterly earnings announcement and the total number of days of postponement in such 12-month period does not exceed 90 days). The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Annual Report on Form 10-K or Quarterly Report on Form 10-Q, or (y) the date upon which such information is otherwise discloseddisclosed or becomes public knowledge.

Limitations on Demand and Piggyback Rights. (a) Any With respect to any registrations requested pursuant to Section 2.2 or Section 2.4, the Company may include in such registration any other equity securities of the Company. (b) Subject to Section 6.5, any demand for the filing of a registration statement Registration Statement pursuant to Sections 2.1(a), 2.2 or for a registered offering or takedown or any exercise of piggyback rights in connection therewith 2.4 will be subject to the constraints of (i) any applicable lockup arrangements, including arrangements entered into by the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions Company in connection with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreementa then pending underwritten offering, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand pursuant to Sections 2.1(a), 2.2 or 2.4 has been made for a non-shelf registered offering or for an underwritten shelf takedownunder this Article II, no further demands may be made by the same Person so long as the related offering is still being pursued. Notwithstanding anything pursued in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, or (iii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactiongood faith. (bc) The Company may postpone the filing of a demanded registration statement any Registration Statement or suspend the effectiveness of any shelf registration statementRegistration Statement, any amendment or defer initiating the process for a demanded shelf takedown, post-effective amendment thereto or prospectus supplement for a reasonable “blackout period” not in excess of 90 days ”, as described below, if (and, subject to the foregoing, only for so long as) the board of directors of the Company determines in good faith (as certified in writing by an officer of the Company) that such registration registration, offering, amendment or offering or takedown could supplement (i) would materially interfere with a bona fide business business, financing or financing acquisition (including any merger, reorganization, consolidation, tender offer or similar transaction) transaction of the Company or Company, (ii) is reasonably likely to require premature disclosure of material, nonpublic information, the premature disclosure of which could materially the board of directors reasonably determines in the exercise of its good faith judgment (and adversely affect not for the avoidance of its obligations under this Agreement) would not be in the best interests of the Company, or (iii) could not be effected by the Company in compliance with the applicable financial statement requirements under the Securities Act or Exchange Act (such event described in this Section 2.6(c) during which the Company is not required to make such filing, amendment or supplement is herein referred to as a “Permitted Interruption”); provided provided, however, that the Company shall not postpone the filing of a demanded registration statement Registration Statement or suspend the effectiveness of any shelf registration statement Registration Statement pursuant to clauses (i) and (ii) of this Section 2.6(b) 2.6 for more than twice (i) an aggregate of 30 days during the first six-month period following the Closing, (ii) an aggregate of 90 days (of which only 30 days may be used during the first six-month period following Closing) prior to the one-year anniversary of the Closing, and (iii) following the first anniversary of the Closing, (A) 120 consecutive days, and (B) an aggregate of 180 days in any 360 day period. Upon the occurrence of any Permitted Interruption resulting from the matters described in clause (iii) of the definition thereof, the Company shall use commercially reasonable efforts to take such actions as necessary to permit the use of such Registration Statement as soon as possible. The blackout period will end Company agrees to notify each of the Investors affected by a Permitted Interruption in writing as promptly as practicable upon each of the earlier to occur of, (i) commencement and the termination of each Permitted Interruption. The Company shall not be required in the case such notice of a bona fide business Permitted Interruption to disclose the cause for such Permitted Interruption, and each Investor agrees, subject to applicable law, that it will not disclose receipt of such notice of Permitted Interruption to any Person, except such officers, directors, employees, advisors or financing transactionrepresentatives of such Investor as have a need to know and who agree to keep such information confidential. Each Investor agrees that, a date not later than 90 days upon receipt of any such notice from the date Company, such deferral commenced, and (ii) in Investor will forthwith discontinue disposition of Registrable Securities pursuant to the case applicable Registration Statement until such Investor’s receipt of disclosure the Company’s notice as to the termination of non-public informationthe Permitted Interruption. In the event of a Permitted Interruption that would postpone the filing of a Registration Statement with the SEC, the earlier Investor(s) initiating such Registration Statement shall have the right to occur withdraw their request for registration (and, to the extent applicable, such Registration Statement shall not count against the limit on Demand Registrations set forth in Section 2.2) and Investors that have exercised piggyback rights with respect to such Registration Statement shall have the right to withdraw their request for piggyback registration of their Registrable Securities by giving written notice to the Company within ten (x10) days following receipt of the Company’s notice as to termination of the Permitted Interruption. No such withdrawal shall affect the obligations of the Company with respect to Registrable Securities not so withdrawn and the duration of the applicable period in which a date not later than 90 Registration Statement is to remain effective shall be extended by the number of days from of any such Permitted Interruption. The Company shall reimburse each holder of Registrable Securities for all costs and expenses reasonably incurred by such Investor in connection with the date postponement or withdrawal of such deferral commenced, or (y) the date upon which such information is otherwise discloseda filing.

Limitations on Demand and Piggyback Rights. (a) The number of occasions on which any Shareholder shall be entitled to demand a shelf takedown shall be limited to no more than four, and no single demand by a Shareholder shall cover an amount of shares valued at less than $15,000,000 (as determined in the good faith judgment the Company). (b) Any demand for the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements expire, are waived or otherwise no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Shareholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and salessales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plan, (ii) where the securities shares are not being sold for cash, including securities issued as consideration in an acquisition covered by (iii) pursuant to a Registration Statement on Form S-4, S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or (iiiiv) where the offering is a bona fide offering of securities other than Class A Common Stockshares, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise shares that are registered as part of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionsuch offering. (bc) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, for a reasonable “blackout period” not in excess of 90 days the applicable limits specified below if the board of directors of the Company reasonably determines that such registration or offering or takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosedbecomes public knowledge.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any takedown, and the exercise of any piggyback rights in connection therewith registration rights, will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and any such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to the following registered primary offerings by the Company Company: (i) covered by a Form S-8 registration statement or a successor form applicable relating solely to employee benefit-related offers and sales, benefit plans; (ii) a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any Subsidiary that are convertible for Interests or Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; or (vi) a registration where the securities Registrable Securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, or (iii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines in good faith that such registration or offering or takedown could materially interfere with a bona fide business business, acquisition or divestiture or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone delay the filing of a any demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice once in any 360 day 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for Subject to the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights limitations set forth in connection therewith this Agreement, the Securityholders will be entitled to demand underwritten shelf takedowns (provided that the Registrable Securities requested to be sold by the demanding Securityholder have a reasonably anticipated aggregate market value of at least $40 million) or, if the Company is not eligible to utilize a shelf registration statement, a non-shelf registered offering; provided, however, such Securityholders, in the aggregate, shall only be entitled to three (3) such underwritten shelf takedowns and, subject to the constraints terms of Section 2.4, three (i3) underwritten non-shelf registered offerings in any applicable lockup arrangements, including fiscal year; provided that the lockup restrictions pursuant Securityholders shall be entitled to demand an unlimited number of shelf take-downs for “at-the-market” offerings where no materially burdensome assistance is required from the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer applyCompany. If a demand has been made for an underwritten shelf takedown or, if applicable, such a non-shelf registered offering or for an underwritten shelf takedownoffering, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Securityholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the such securities being offered are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iii) where the offering is a bona fide offering of securities other than Class A Common Stocknot of the same class as any of the Registrable Securities, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stocksecurities of the same class as any of the Registrable Securities. In additionFurthermore, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any a demand for a non-shelf registered offering or a shelf takedown (whether pursuant that, in either case, will result in the imposition of a lockup on the Company may not be made unless the reasonably anticipated aggregate price to the exercise of demand rights or at the initiative public of the Companyshares of Parent Common Stock or Convertible Notes requested to be sold in such registered offering (together with any similar securities being sold for the account of the Company or other Persons) that does not constitute have a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionreasonably anticipated aggregate market value of at least $50 million. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness use of any shelf registration statementthe Shelf Registration Statement, or defer initiating the process for a demanded shelf takedowntakedown or other offering, for a reasonable “blackout periodperiods” not in excess of 90 days in any fiscal year (such a period, a “Suspension Period”) if the board of directors of the Company determines that such registration or offering or takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall may not postpone enter into a Suspension Period for at least 10 Business Days after the filing date of a demanded registration statement or suspend the effectiveness consummation of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day periodthe Merger. The Any blackout period will shall end upon the earlier to occur of, of (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, commenced and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commenced, or (y) the date upon which such information is otherwise discloseddisclosed by the Company.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreementoutstanding as of such filing, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements restrictions expire, are waived or otherwise no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Shareholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) of shares covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and salessales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plan, (ii) where the securities shares are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iii) where the offering is a bona fide offering of securities other than Class A Common Stockshares, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise shares that are registered as part of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionsuch offering. (b) The Company may postpone defer the filing of a demanded registration statement or suspend the effectiveness facilitation of any shelf registration statement, a registered offering or defer initiating the process for a demanded shelf takedown, in any such case for a reasonable “blackout period” that shall not in excess of 90 days exceed the applicable limits specified below if the board of directors of the Company determines that such registration or registration, offering or takedown could would materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could would materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than twice in any 360 day period. The blackout period will end upon the earlier to occur of, of (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than 90 days from the date such deferral commencedfiling by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information otherwise is otherwise disclosedor becomes public knowledge; provided that the Company shall not be permitted to implement a blackout period for more than 90 days in any consecutive 12-month period.