Common use of Registration Rights Restrictions on Transfer Clause in Contracts

Registration Rights Restrictions on Transfer. a. Parent and XxXxxxxxxx each hereby agree that (i) all shares of Parent Common Stock issued to XxXxxxxxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by XxXxxxxxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including XxXxxxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent. b. Parent and XxXxxxxxxx each hereby acknowledge, confirm and agree that, following the effective time of the ARCP Transaction, all of the shares of Company Common Stock held by XxXxxxxxxx and any Affiliate of XxXxxxxxxx as of the Closing, including, without limitation, shares of Company Common Stock deemed to be issued to holders of Company RSUs and Company PSUs and including all shares of Company Common Stock received by XxXxxxxxxx prior to the closing of the ARCP Transaction as a Bonus Entitlement in respect of the Incentive Consideration, if any (collectively, the “XxXxxxxxxx Shares”) that are subject to the restrictions on transfer contained in the Registration Rights Agreement shall remain subject to the restrictions on transfer contained therein to the same extent such restrictions would apply if the ARCP Transaction did not occur. c. Parent and XxXxxxxxxx each hereby agree that, following the effective time of the ARCP Transaction, the Contingent Consideration Shares (as defined below) shall be subject to the restrictions on transfer contained in the Registration Rights Agreement; provided, however, that notwithstanding anything contained in the Registration Rights Agreement to the contrary, the Contingent Consideration Shares shall be subject to the restrictions on transfer contained therein through December 31, 2017, with releases of such restrictions on a quarterly basis on the last day of each calendar quarter, beginning on the last day of the first full calendar quarter following the date that the ARCP Transaction is consummated, of a number of Contingent Consideration Shares equal to the quotient of the aggregate number of Contingent Consideration Shares issued pursuant to Section 2 above divided by the number of full calendar quarters between the date that

Registration Rights Restrictions on Transfer. a. Parent and XxXxxxxxxx Xxxxxx each hereby agree that (i) all shares of Parent Common Stock issued to XxXxxxxxxx Xxxxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by XxXxxxxxxx Xxxxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including XxXxxxxxxxXxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent. b. Parent and XxXxxxxxxx Xxxxxx each hereby acknowledge, confirm and agree that, following the effective time of the ARCP Transaction, all of the shares of Company Common Stock held by XxXxxxxxxx Xxxxxx and any Affiliate of XxXxxxxxxx Xxxxxx as of the Closing, including, without limitation, shares of Company Common Stock deemed to be issued to holders of Company RSUs and Company PSUs and including all shares of Company Common Stock received by XxXxxxxxxx Xxxxxx prior to the closing of the ARCP Transaction as a Bonus Entitlement in respect of the Incentive Consideration, if any (collectively, the “XxXxxxxxxx Xxxxxx Shares”) that are subject to the restrictions on transfer contained in the Registration Rights Agreement shall remain subject to the restrictions on transfer contained therein to the same extent such restrictions would apply if the ARCP Transaction did not occur. c. Parent and XxXxxxxxxx Xxxxxx each hereby agree that, following the effective time of the ARCP Transaction, the Contingent Consideration Shares (as defined below) shall be subject to the restrictions on transfer contained in the Registration Rights Agreement; provided, however, that notwithstanding anything contained in the Registration Rights Agreement to the contrary, the Contingent Consideration Shares shall be subject to the restrictions on transfer contained therein through December 31, 2017, with releases of such restrictions on a quarterly basis on the last day of each calendar quarter, beginning on the last day of the first full calendar quarter following the date that the ARCP Transaction is consummated, of a number of Contingent Consideration Shares equal to the quotient of the aggregate number of Contingent Consideration Shares issued pursuant to Section 2 above divided by the number of full calendar quarters between the date thatthat the ARCP Transaction is consummated and December 31, 2017. In the event Xxxxxx attempts to Transfer all or any portion of the Contingent Consideration Shares in

Registration Rights Restrictions on Transfer. a. Parent and XxXxxxxxxx Holland each hereby agree that (i) all shares of Parent Common Stock issued to XxXxxxxxxx Holland pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by XxXxxxxxxx Holland in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including XxXxxxxxxxHolland, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent. b. Parent and XxXxxxxxxx Holland each hereby acknowledge, confirm and agree that, following the effective time of the ARCP Transaction, all of the shares of Company Common Stock held by XxXxxxxxxx Holland and any Affiliate of XxXxxxxxxx Holland as of the Closing, including, without limitation, shares of Company Common Stock deemed to be issued to holders of Company RSUs and Company PSUs and including all shares of Company Common Stock received by XxXxxxxxxx Holland prior to the closing of the ARCP Transaction as a Bonus Entitlement in respect of the Incentive Consideration, if any (collectively, the “XxXxxxxxxx Holland Shares”) that are subject to the restrictions on transfer contained in the Registration Rights Agreement shall remain subject to the restrictions on transfer contained therein to the same extent such restrictions would apply if the ARCP Transaction did not occur. c. Parent and XxXxxxxxxx Holland each hereby agree that, following the effective time of the ARCP Transaction, the Contingent Consideration Shares (as defined below) shall be subject to the restrictions on transfer contained in the Registration Rights Agreement; provided, however, that notwithstanding anything contained in the Registration Rights Agreement to the contrary, the Contingent Consideration Shares shall be subject to the restrictions on transfer contained therein through December 31, 2017, with releases of such restrictions on a quarterly basis on the last day of each calendar quarter, beginning on the last day of the first full calendar quarter following the date that the ARCP Transaction is consummated, of a number of Contingent Consideration Shares equal to the quotient of the aggregate number of Contingent Consideration Shares issued pursuant to Section 2 above divided by the number of full calendar quarters between the date thatthat the ARCP Transaction is consummated and December 31, 2017. In the event Holland

Registration Rights Restrictions on Transfer. a. Parent and XxXxxxxxxx Xxxxx each hereby agree that (i) all shares of Parent Common Stock issued to XxXxxxxxxx Xxxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by XxXxxxxxxx Xxxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including XxXxxxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent. b. Parent and XxXxxxxxxx Xxxxx each hereby acknowledge, confirm and agree that, following the effective time of the ARCP Transaction, all of the shares of Company Common Stock held by XxXxxxxxxx Xxxxx and any Affiliate of XxXxxxxxxx the Xxxxx Affiliates as of the Closing, including, without limitation, shares of Company Common Stock deemed to be issued to holders of Company RSUs and Company PSUs and including all shares of Company Common Stock received by XxXxxxxxxx Xxxxx prior to the closing of the ARCP Transaction as a Bonus Entitlement in respect of the Incentive Consideration, if any (collectively, the “XxXxxxxxxx Xxxxx Shares”) that are subject to the restrictions on transfer contained in the Registration Rights Agreement shall remain subject to the restrictions on transfer contained therein to the same extent such restrictions would apply if the ARCP Transaction did not occur. c. Parent and XxXxxxxxxx Xxxxx each hereby agree that, following the effective time of the ARCP Transaction, the Contingent Consideration Shares (as defined below) shall be subject to the restrictions on transfer contained in the Registration Rights Agreement; provided, however, that notwithstanding anything contained in the Registration Rights Agreement to the contrary, the Contingent Consideration Shares shall be subject to the restrictions on transfer contained therein through December 31, 2017, with releases of such restrictions on a quarterly basis on the last day of each calendar quarter, beginning on the last day of the first full calendar quarter following the date that the ARCP Transaction is consummated, of a number of Contingent Consideration Shares equal to the quotient of the aggregate number of Contingent Consideration Shares issued pursuant to Section 2 above divided by the number of full calendar quarters between the date thatthat the ARCP Transaction is consummated and December 31, 2017. In the event Xxxxx attempts to Transfer all or any portion of the Contingent Consideration Shares in violation of this Section 5(c), such Transfer shall be null and void ab initio, and Parent shall instruct its transfer agent and other third parties not to record or recognize any such purported transaction. Parent may impose stop-transfer instructions with respect to the Contingent Consideration Shares to the extent reasonably required to ensure compliance with the provisions of this Section 5(c). For purposes of this letter, “Contingent Consideration Shares” means: (i) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period and payment of the Bonus Entitlement in respect of the Incentive Consideration by the Company to Xxxxx, all of the shares of Parent Common Stock actually issued to Xxxxx pursuant to Section 2 above; (ii) if the ARCP Transaction is consummated before the end of the Incentive Consideration Test Period, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Xxxxx pursuant to Section 2 above minus (y) the number of shares of Parent Company Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares Company Common Stock that would have been issued to Xxxxx as the Bonus Entitlement in respect of the Incentive Consideration if the Incentive Consideration Test Period had been the thirty (30) trading day period ended on the business day immediately prior closing of the ARCP Transaction; and (iii) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period but before the issuance of the Bonus Entitlement in respect of the Incentive Consideration by the Company to Xxxxx, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Xxxxx pursuant to Section 2 above minus (y) the number of shares of Parent Common Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares of Company Common Stock that would have been issued to Xxxxx as the Bonus Entitlement in respect of the Incentive Consideration if such issuance had been made prior to consummation of the ARCP Transaction.

Registration Rights Restrictions on Transfer. a. Parent and XxXxxxxxxx Xxxx each hereby agree that (i) all shares of Parent Common Stock issued to XxXxxxxxxx Xxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by XxXxxxxxxx Xxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including XxXxxxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent. b. Parent and XxXxxxxxxx Xxxx each hereby acknowledge, confirm and agree that, following the effective time of the ARCP Transaction, all of the shares of Company Common Stock held by XxXxxxxxxx and any Affiliate of XxXxxxxxxx as of the Closing, including, without limitation, shares of Company Common Stock deemed to be issued to holders of Company RSUs and Company PSUs and including all shares of Company Common Stock received by XxXxxxxxxx prior to the closing of the ARCP Transaction as a Bonus Entitlement in respect of the Incentive Consideration, if any (collectively, the “XxXxxxxxxx Shares”) Xxxx Shares that are subject to the restrictions on transfer contained in the Registration Rights Agreement shall remain subject to the restrictions on transfer contained therein to the same extent such restrictions would apply if the ARCP Transaction did not occur. c. Parent and XxXxxxxxxx Xxxx each hereby agree that, following the effective time of the ARCP Transaction, the Contingent Consideration Shares (as defined below) shall be subject to the restrictions on transfer contained in the Registration Rights Agreement; provided, however, that notwithstanding anything contained in the Registration Rights Agreement to the contrary, the Contingent Consideration Shares shall be subject to the restrictions on transfer contained therein through December 31, 2017, with releases of such restrictions on a quarterly basis on the last day of each calendar quarter, beginning on the last day of the first full calendar quarter following the date that the ARCP Transaction is consummated, of a number of Contingent Consideration Shares equal to the quotient of the aggregate number of Contingent Consideration Shares issued pursuant to Section 2 above divided by the number of full calendar quarters between the date thatthat the ARCP Transaction is consummated and December 31, 2017. In the event Xxxx attempts to Transfer all or any portion of the Contingent Consideration Shares in violation of this Section 5(c), such Transfer shall be null and void ab initio, and Parent shall instruct its transfer agent and other third parties not to record or recognize any such purported transaction. Parent may impose stop-transfer instructions with respect to the Contingent Consideration Shares to the extent reasonably required to ensure compliance with the provisions of this Section 5(c). For purposes of this letter, “Contingent Consideration Shares” means: (i) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period and payment of the Incentive Consideration by the Company to Xxxx, all of the shares of Parent Common Stock actually issued to Xxxx pursuant to Section 2 above; (ii) if the ARCP Transaction is consummated before the end of the Incentive Consideration Test Period, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Xxxx pursuant to Section 2 above minus (y) the number of shares of Parent Company Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares Company Common Stock that would have been issued to Xxxx as Incentive Consideration if the Incentive Consideration Test Period had been the thirty (30) trading day period ended on the business day immediately prior closing of the ARCP Transaction; and (iii) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period but before the issuance of the Incentive Consideration by the Company to Xxxx, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Xxxx pursuant to Section 2 above minus (y) the number of shares of Parent Common Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares of Company Common Stock that would have been issued to Xxxx as Incentive Consideration if such issuance had been made prior to consummation of the ARCP Transaction.

Registration Rights Restrictions on Transfer. a. Parent Purchaser and XxXxxxxxxx each hereby Vendor agree that (i) all shares Vendor’s acceptance of Parent Common Stock issued the Equity Consideration a part of the consideration for its sale of the Purchased Assets is based on Vendor’s expectation of being able to XxXxxxxxxx sell the Equity Consideration as soon as practicable following the Effective Date pursuant to Paragraph 2 hereunder and all other shares an effective registration statement under the Securities Act of Parent Common Stock received by XxXxxxxxxx 1933, as amended (the “Securities Act”). Purchaser agrees that it shall, promptly, but in connection with no event later than thirty-five (35) calendar days following the merger provided for in delivery of the ARCP Merger Agreement shall be deemed Equity Consideration pursuant to the Installment Schedule, file (or cause to be Registrable Securities under (and as defined infiled) the Registration Rights Agreement, dated as of April 5, 2013 a registration statement (the “Registration Rights AgreementStatement”) under the Securities Act covering the resale of the Equity Consideration with the U.S. Securities and Exchange Commission (the “SEC”), and to promptly do, or cause to be done, and to assist and cooperate in doing, all things reasonably necessary, proper or advisable under applicable Laws to cause the Registration Statement to be declared effective by the SEC as soon as practicable, but in no event later than ninety (90) calendar days following the filing thereof (the “Target Effective Date”). Vendor agrees that it shall not, prior to the date of delivery of Installment C pursuant to the Installment Schedule (the “Final Closing”), offer, sell, contract to sell, grant any option or contract to purchase or otherwise dispose of, directly or indirectly, any shares of the Equity Consideration, other than to any entity that is controlled by Vendor and among that agrees to be bound by this Section 4.8. (a) The Purchaser will use its commercially reasonable efforts to ensure that the Company, Xxxx and Registration Statement remains effective until the other individuals listed on earlier of (i) the signature pages thereto, including XxXxxxxxxx, date that all shares of the Equity Consideration have been sold pursuant to the Registration Statement or Rule 144 under the Securities Act (“Rule 144”) or (ii) the date that all shares of ARCP Common Stock issued in the ARCP Transaction in respect Equity Consideration may be sold by the Vendor or an entity controlled by the Vendor pursuant to Rule 144 without the need to comply with the volume, manner-of-sale or the current public information requirements of shares Rule 144. (b) The Purchaser will as soon as practicable notify Vendor of the effectiveness of the Registration Statement as well as any suspension of such effectiveness by the SEC, including as a result of any stop order. (c) With a view to making available the benefits of certain rules and regulations of the SEC that may at any time permit the sale by the Vendor or any entity controlled by it of the Equity Consideration to the public without registration, the Company Common Stock that areagrees to: (i) make and keep public information available, as of those terms are understood and defined in Rule 144(c); and (ii) file with the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, SEC in a timely manner all reports and (iii) following the effective time of the ARCP Transaction, all obligations other documents required of the Company pursuant to under the terms Securities Act and the Securities and Exchange Act of 1934, as amended (the Registration Rights Agreement shall be obligations of Parent“Exchange Act”). b. Parent and XxXxxxxxxx each hereby acknowledge, confirm and agree that, following (d) For the effective time avoidance of the ARCP Transactiondoubt, all expenses in connection with this Article 4.8, including all registration and filing fees, fees and disbursements of counsel, will be paid by Purchaser. (e) Purchaser will provide such assistance as Vendor reasonably requests in connection with a sale of the shares of Company Common Stock held Equity Consideration, including assisting with the removal of any restrictive legends from such shares (as appropriate under relevant Law), furnishing any certification reasonable request by XxXxxxxxxx Vendor of Purchaser’s compliance with the reporting requirements of Rule 144 and the Exchange Act to assist Vendor in availing itself of any Affiliate of XxXxxxxxxx as rule or regulation of the Closing, including, without limitation, shares of Company Common Stock deemed SEC allowing it to be issued to holders of Company RSUs and Company PSUs and including all shares of Company Common Stock received by XxXxxxxxxx prior to the closing sell any portion of the ARCP Transaction as a Bonus Entitlement in respect of the Incentive Consideration, if any (collectively, the “XxXxxxxxxx Shares”) that are subject to the restrictions on transfer contained in the Registration Rights Agreement shall remain subject to the restrictions on transfer contained therein to the same extent such restrictions would apply if the ARCP Transaction did not occurEquity Consideration without registration. c. Parent and XxXxxxxxxx each hereby agree that, following the effective time of the ARCP Transaction, the Contingent Consideration Shares (as defined below) shall be subject to the restrictions on transfer contained in the Registration Rights Agreement; provided, however, that notwithstanding anything contained in the Registration Rights Agreement to the contrary, the Contingent Consideration Shares shall be subject to the restrictions on transfer contained therein through December 31, 2017, with releases of such restrictions on a quarterly basis on the last day of each calendar quarter, beginning on the last day of the first full calendar quarter following the date that the ARCP Transaction is consummated, of a number of Contingent Consideration Shares equal to the quotient of the aggregate number of Contingent Consideration Shares issued pursuant to Section 2 above divided by the number of full calendar quarters between the date that

Registration Rights Restrictions on Transfer. a. Parent and XxXxxxxxxx Nxxxx each hereby agree that (i) all shares of Parent Common Stock issued to XxXxxxxxxx Nxxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by XxXxxxxxxx Nxxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including XxXxxxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent. b. Parent and XxXxxxxxxx Nxxxx each hereby acknowledge, confirm and agree that, following the effective time of the ARCP Transaction, all of the shares of Company Common Stock held by XxXxxxxxxx Nxxxx and any Affiliate of XxXxxxxxxx the Nxxxx Affiliates as of the Closing, including, without limitation, shares of Company Common Stock deemed to be issued to holders of Company RSUs and Company PSUs and including all shares of Company Common Stock received by XxXxxxxxxx Nxxxx prior to the closing of the ARCP Transaction as a Bonus Entitlement in respect of the Incentive Consideration, if any (collectively, the “XxXxxxxxxx Nxxxx Shares”) that are subject to the restrictions on transfer contained in the Registration Rights Agreement shall remain subject to the restrictions on transfer contained therein to the same extent such restrictions would apply if the ARCP Transaction did not occur. c. Parent and XxXxxxxxxx Nxxxx each hereby agree that, following the effective time of the ARCP Transaction, the Contingent Consideration Shares (as defined below) shall be subject to the restrictions on transfer contained in the Registration Rights Agreement; provided, however, that notwithstanding anything contained in the Registration Rights Agreement to the contrary, the Contingent Consideration Shares shall be subject to the restrictions on transfer contained therein through December 31, 2017, with releases of such restrictions on a quarterly basis on the last day of each calendar quarter, beginning on the last day of the first full calendar quarter following the date that the ARCP Transaction is consummated, of a number of Contingent Consideration Shares equal to the quotient of the aggregate number of Contingent Consideration Shares issued pursuant to Section 2 above divided by the number of full calendar quarters between the date thatthat the ARCP Transaction is consummated and December 31, 2017. In the event Nxxxx attempts to Transfer all or any portion of the Contingent Consideration Shares in violation of this Section 5(c), such Transfer shall be null and void ab initio, and Parent shall instruct its transfer agent and other third parties not to record or recognize any such purported transaction. Parent may impose stop-transfer instructions with respect to the Contingent Consideration Shares to the extent reasonably required to ensure compliance with the provisions of this Section 5(c). For purposes of this letter, “Contingent Consideration Shares” means: (i) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period and payment of the Bonus Entitlement in respect of the Incentive Consideration by the Company to Nxxxx, all of the shares of Parent Common Stock actually issued to Nxxxx pursuant to Section 2 above; (ii) if the ARCP Transaction is consummated before the end of the Incentive Consideration Test Period, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Nxxxx pursuant to Section 2 above minus (y) the number of shares of Parent Company Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares Company Common Stock that would have been issued to Nxxxx as the Bonus Entitlement in respect of the Incentive Consideration if the Incentive Consideration Test Period had been the thirty (30) trading day period ended on the business day immediately prior closing of the ARCP Transaction; and (iii) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period but before the issuance of the Bonus Entitlement in respect of the Incentive Consideration by the Company to Nxxxx, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Nxxxx pursuant to Section 2 above minus (y) the number of shares of Parent Common Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares of Company Common Stock that would have been issued to Nxxxx as the Bonus Entitlement in respect of the Incentive Consideration if such issuance had been made prior to consummation of the ARCP Transaction.

Registration Rights Restrictions on Transfer. a. Parent and XxXxxxxxxx Cxxx each hereby agree that (i) all shares of Parent Common Stock issued to XxXxxxxxxx Cxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by XxXxxxxxxx Cxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including XxXxxxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent. b. Parent and XxXxxxxxxx Cxxx each hereby acknowledge, confirm and agree that, following the effective time of the ARCP Transaction, all of the shares of Company Common Stock held by XxXxxxxxxx and any Affiliate of XxXxxxxxxx as of the Closing, including, without limitation, shares of Company Common Stock deemed to be issued to holders of Company RSUs and Company PSUs and including all shares of Company Common Stock received by XxXxxxxxxx prior to the closing of the ARCP Transaction as a Bonus Entitlement in respect of the Incentive Consideration, if any (collectively, the “XxXxxxxxxx Shares”) Cxxx Shares that are subject to the restrictions on transfer contained in the Registration Rights Agreement shall remain subject to the restrictions on transfer contained therein to the same extent such restrictions would apply if the ARCP Transaction did not occur. c. Parent and XxXxxxxxxx Cxxx each hereby agree that, following the effective time of the ARCP Transaction, the Contingent Consideration Shares (as defined below) shall be subject to the restrictions on transfer contained in the Registration Rights Agreement; provided, however, that notwithstanding anything contained in the Registration Rights Agreement to the contrary, the Contingent Consideration Shares shall be subject to the restrictions on transfer contained therein through December 31, 2017, with releases of such restrictions on a quarterly basis on the last day of each calendar quarter, beginning on the last day of the first full calendar quarter following the date that the ARCP Transaction is consummated, of a number of Contingent Consideration Shares equal to the quotient of the aggregate number of Contingent Consideration Shares issued pursuant to Section 2 above divided by the number of full calendar quarters between the date thatthat the ARCP Transaction is consummated and December 31, 2017. In the event Cxxx attempts to Transfer all or any portion of the Contingent Consideration Shares in violation of this Section 5(c), such Transfer shall be null and void ab initio, and Parent shall instruct its transfer agent and other third parties not to record or recognize any such purported transaction. Parent may impose stop-transfer instructions with respect to the Contingent Consideration Shares to the extent reasonably required to ensure compliance with the provisions of this Section 5(c). For purposes of this letter, “Contingent Consideration Shares” means: (i) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period and payment of the Incentive Consideration by the Company to Cxxx, all of the shares of Parent Common Stock actually issued to Cxxx pursuant to Section 2 above; (ii) if the ARCP Transaction is consummated before the end of the Incentive Consideration Test Period, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Cxxx pursuant to Section 2 above minus (y) the number of shares of Parent Company Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares Company Common Stock that would have been issued to Cxxx as Incentive Consideration if the Incentive Consideration Test Period had been the thirty (30) trading day period ended on the business day immediately prior closing of the ARCP Transaction; and (iii) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period but before the issuance of the Incentive Consideration by the Company to Cxxx, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Cxxx pursuant to Section 2 above minus (y) the number of shares of Parent Common Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares of Company Common Stock that would have been issued to Cxxx as Incentive Consideration if such issuance had been made prior to consummation of the ARCP Transaction.