Common use of Suspension of Registration Clause in Contracts

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders (provided that the Company shall not disclose any material non-public information that is the basis for such notice to any Holder without the express written consent of such Holder), suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, one time during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationa period exceeding 60 days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Shelf Holders in writing upon the termination of any Shelf Suspension, and upon such termination, promptly amend or supplement the Prospectus and any Issuer Free Writing applicable Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If (a) The Company will notify each Investor, which notice (including the fact of such notice and the content thereof) each Investor agrees to treat in confidence and not to disclose, who holds Registrable Securities being sold pursuant to a Registration Statement of the happening of any event of which the Company shall furnish has knowledge as a result of which the prospectus included in the Registration Statement as then in effect includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer statements therein, in light of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosurecircumstances under which they were made, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to abovemisleading. The Company shall immediately notify will make such notification as promptly as practicable after the Shelf Holders upon Company becomes aware of the termination of any Shelf Suspensionevent, amend will promptly prepare a supplement or supplement amendment to the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any Registration Statement to correct such untrue statement or omission omission, and furnish to the Shelf Holders such numbers will deliver a number of copies of the Prospectus and any Issuer Free Writing Prospectus such supplement or amendment to each Investor as so amended or supplemented as any Shelf Holder such Investor may reasonably request. The Company agreeswill use its best efforts to keep the length of any such suspension to as short a period as is practicable given the then existing circumstances and may so defer or suspend the use of the Registration Statement no more than two times in any 18-month period, and provided, further, that, after deferring or suspending the use of the Registration Statement, the Company may not again defer or suspend the use of the Registration Statement until a period of thirty days has elapsed after resumption of the use of the Registration Statement. Notwithstanding anything to the contrary contained herein, if necessarythe use of the Registration Statement is suspended by the Company, the Company will promptly give notice of the suspension to supplement or make amendments all Investors whose securities are covered by the Registration Statement, and will promptly notify each such Investor as soon as the use of the Registration Statement may be resumed. Notwithstanding anything to the Shelf Registration Statement if required by the registration form used by contrary contained herein, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for the applicable Registration or by the instructions applicable sale prior to receipt of notice of such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holdersuspension and for which such Investor has not yet settled.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registrationby each Institutional Investor, in respect of any Demand Suspensionits successors or assigns, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 any Initiating Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) covering the Registrable Securities would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent other senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company Company, unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspensionby First Reserve, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twiceonce, or for more than an aggregate of 90 ninety (90) days, in each case, during any 12-month twelve (12)-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s Affiliates, and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters (i) are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and or (ii) are disclosed by the Company or any of its Subsidiaries or any other Person on a non-confidential basis without breach of any confidentiality obligations by such disclosing party, (D) as required by for disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority, (E) for disclosures to potential limited partners or investors of a Shelf Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Shelf Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 HolderFirst Reserve.

Suspension of Registration. If If, upon the Company shall furnish to the Shelf Holders determination of a certificate signed by the Chief Executive Officer or equivalent senior executive officer majority of the Company stating that disinterested members of the Board, the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving at least 10 calendar days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that (x) the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, three (3) times during any 12-month period; provided further that , or (ii) for more than one hundred (100) days in the event of a Shelf Suspension, aggregate during any 12-month period and (y) such Shelf Suspension Registration shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders during any Shelf Suspension.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement or Canadian Shelf Prospectus filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement or Canadian Shelf Prospectus (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspensionby WP, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Shelf Holders agree to suspend use of the applicable Canadian Shelf Prospectus, Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the applicable Canadian Shelf Prospectus, Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the applicable Canadian Shelf Prospectus, Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement and, if applicable, Canadian Shelf Prospectus, if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderthereunder or by applicable Canadian securities legislation, or as may reasonably be requested by the Initial S-3 HolderWP.

Suspension of Registration. If In the Company shall furnish to event of a Material Disclosure Event at the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer time of the Company stating that the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement filed pursuant to Section 3.02(a) would require Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to make an Adverse Disclosurethe Holders and (if applicable) the Hedge Fund Parties, then delay the Company may filing or initial effectiveness of, or suspend use of the Shelf of, such Registration Statement (a “Shelf Suspension”); provided, however, that that, the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions a Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, once during any 12-month period; provided further that in , (ii) for a period exceeding 30 days on any one occasion, (iii) unless for the event full period of a Shelf the Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make does not offer or sell securities for its own account, does not permit registered sales by any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effectholder of its securities and prohibits offers and sales by its directors and officers, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aiv) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures at any time within seven days prior to the extent required in order anticipated pricing of an Underwritten Offering pursuant to comply with reporting obligations to its limited partners a Demand Registration or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to within 35 days after the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge pricing of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationUnderwritten Offering. In the case of a Shelf Suspension, the Holders agree to and (if applicable) the Hedge Fund Parties will suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the Demand Notice will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Shelf Holders and (if applicable) the Hedge Fund Parties upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectusapplicable prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders and any selling Hedge Fund Parties such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus such prospectus as so amended or supplemented as any Shelf Holder the Holders and such selling Hedge Fund Parties may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf a Registration Statement Statement, if required by the registration form used by the Company for the applicable Registration registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders of a majority of the Registrable Securities included in any offering pursuant to such Registration Statement. The Company will pay all Registration Expenses incurred in connection with any such suspended or aborted registration or prospectus.

Suspension of Registration. If Notwithstanding anything to the contrary contained herein, the Company shall furnish may, upon written notice to (x) all Holders, delay the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer filing of the Company stating that the continued use of a initial Shelf Registration Statement filed pursuant to Section 3.02(aor (y) would require any Shelf Holder whose Registrable Securities are included in the Company to make an Adverse DisclosureShelf Registration Statement, then the Company may suspend such Shelf Holder’s use of any Prospectus which is a part of the Shelf Registration Statement (in which event the Shelf Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement, but such Shelf Holder may settle any contracted sales of Registrable Securities) if the Company (i) is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that its ability to pursue or consummate such a “transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Suspension”)Registration Statement or (ii) has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Company, would be Adverse Disclosure; provided, however, that the Company unless otherwise approved in writing the Holders of a majority no event shall (A) such filing of the Company Shares initial Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that demanded exceeds 75 days or (B) such Shelf Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions Registration Statement (y) more than twice, or for more than an aggregate of 90 days, in each case, two times during any 12-month period; provided further that period or (z) for a period exceeding 45 days in the event aggregate in any 90 day period or 90 days in the aggregate during any 365 day period. Upon disclosure of a such information or the termination of the condition described above, the Company shall provide prompt notice to the Shelf SuspensionHolders whose Registrable Securities are included in the Shelf Registration Statement, promptly terminate any suspension of sales it has put into effect and take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement. In addition, to the extent that any time after the fifth anniversary of the date of this agreement (i) the Company is not eligible to use Form S-3 or any equivalent short form registration statement and (ii) Navy and its Affiliates hold less than 10% of the issued and outstanding Company Shares, the Shelf Suspension Period shall terminate at be suspended until such earlier time as the Company would no longer is eligible to use Form S-3 or any equivalent short form registration statement at which time the Company shall file and cause to be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that declared effective a Shelf Suspension is in effect, Registration Statement on Form S-3 for the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes registration of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationall Registrable Securities. In the case of a event the Shelf SuspensionPeriod is suspended as contemplated by the preceding sentence, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish promptly use commercially reasonable efforts to the Shelf Holders become eligible to use Form S-3 as soon as practicable after such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holdersuspension.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of Institutional Investors holding a majority of the Company Shares that demanded the registration, in respect of any Demand Suspensionthen-outstanding Registrable Securities held by all Institutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 any Initiating Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of a majority Institutional Investors holding at least 55% of the Company Shares that demanded the registration, in respect of any Demand Suspensionthen-outstanding Registrable Securities held by all Institutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 any Initiating Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.01(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by each of (i) the Monarch Holders of a majority of Majority and (ii) the Company Shares that demanded Oaktree Holders Majority (for so long as the registrationMonarch Holders and the Oaktree Holders hold any Registrable Securities, in respect of any Demand Suspensionrespectively), shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twice, or for more than an aggregate of 90 60 days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Holder agrees that, upon delivery of any certificate by the Company set forth in the first sentence of this Section, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company informs such Holder in accordance with this Section 2.01(d) that the Shelf Suspension has been terminated. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulationregulation and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderSEC Guidance, or as may reasonably be requested by any Holder. If the Initial S-3 Holderfiling of any Registration Statement is suspended pursuant to this Section 2.01(d), upon the termination of the Shelf Suspension, the Requesting Investor may request a new Shelf Registration under Section 2.01(a) (which shall not be counted as an additional Shelf Registration for purposes of subclause (x) in Section 2.01(a)).

Suspension of Registration. If The Company Group may postpone the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer filing or equivalent senior executive officer of the Company stating that suspend the continued use use, for a reasonable period of a Shelf Registration Statement filed pursuant to Section 3.02(atime on one or more occasions not in excess of 90 days in the aggregate (together with any Demand Suspensions) would require the Company to make an Adverse Disclosurein any 12-month period, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”)) if the Company delivers to the Shelf Holders a certificate signed by an executive officer of the Company certifying that such filing or continued use of would (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its subsidiaries then under consideration; provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse DisclosureDisclosure or such filing or continued use would no longer so interfere. Each Such certificate shall notify the Shelf Holder Holders only of the occurrence of such an event and and approximation of the anticipated delay but shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to provide no additional information regarding such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and event to the extent such matters are publicly disclosed by information would constitute material non-public information. The Shelf Holders receiving such certificate shall keep the Company or any of its Subsidiaries or any other Person that, information contained in such certificate confidential subject to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationsame terms set forth in Section 9(p). In the case of a Shelf Suspension, the Shelf Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company Group agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company Group for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 HolderSponsor.

Suspension of Registration. If If, upon the Company shall furnish to the Shelf Holders determination of a certificate signed by the Chief Executive Officer or equivalent senior executive officer majority of the Company stating that disinterested members of the Board, the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving at least 10 calendar days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that (x) the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, three (3) times during any 12-month period; provided further that , or (ii) for more than one hundred (100) days in the event of a Shelf Suspension, aggregate during any 12-month period and (y) such Shelf Suspension Registration shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders during any Shelf Suspension.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer filing of or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then Disclosure or if the Company may is required to file a post-effective amendment to a Shelf Registration Statement on Form F-1 or S-1 to update the audited financial statements included therein (an “Audited Financial Statements Update”), the Company may, upon giving at least 10 calendar days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”)) for a period of time not to exceed thirty (30) days per Shelf Suspension, as determined in good faith by the Company to be necessary for such purpose; provided, however, that (x) the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twice, or for more than an aggregate of 90 days, in each case, three (3) times during any 12-month period; provided further that in the event of a Shelf Suspension, period and (y) such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effectDisclosure or, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidentialcase of an Audited Financial Statements Update, within three (B3) for disclosures to business days after the extent required in order to comply with reporting obligations to SEC has completed its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to review of the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such updated Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationRegistration Statement. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately (i) as soon as reasonably practicable notify the Shelf Holders upon the termination of any Shelf Suspension, (ii) as soon as reasonably practicable, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) as soon as reasonably practicable, furnish to the Shelf Holders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, as soon as reasonably practicable, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders, including to keep the Shelf Registration Statement effective until all Registrable Securities covered by such Shelf Registration Statement are sold in accordance with the intended plan of distribution set forth in such Shelf Registration Statement or supplement to the prospectus. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any Public Offering (including any “take-downs” off of an effective shelf registration statement) either for its own account or the account of any other Person during any Shelf Suspension.

Suspension of Registration. If the Company shall furnish to the Shelf Holders Investors a certificate signed by the Chief Executive Officer or equivalent a senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand SuspensionInvestors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twicefour times, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Investor agrees that, upon delivery of any certificate by the Company set forth in the first sentence of this Section, such Investor will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Holder Registration Statement until the Company informs such Investor that the Shelf Suspension has been terminated. Each Investor shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf HolderInvestor’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder Investor with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf HolderInvestor, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulationregulation and (E) for disclosure to any other Investor. In the case of a Shelf Suspension, the Holders Investors agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders Investors upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders Investors such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any Shelf Holder the Investors may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holderany Investor.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspensionby both Sponsors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holderany Sponsor.

Suspension of Registration. If Notwithstanding anything to the contrary in this Agreement, the Company shall furnish may prohibit offers and sales of Registrable Shares pursuant to the Shelf Holders a certificate signed by Registration Statement at any time if (a) (i) it is in possession of material non-public information, (ii) the Chief Executive Officer or equivalent senior executive officer Board of Directors of the Company stating (the "Board") believes in good faith that such prohibition is necessary in order to avoid a legal requirement to disclose such material non-public information and (iii) the continued use Board believes in good faith that disclosure of a Shelf Registration Statement filed pursuant to Section 3.02(a) such material non-public information would require not be in the best interests of the Company to make an Adverse Disclosure, then and its shareholders or (b) (i) the Company may suspend use has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries that is material to the Company and its subsidiaries taken as a whole and (ii) the Board believes in good faith that it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in the Shelf Registration Statement (the period during which any such prohibition of offers and sales of Registrable Shares pursuant to the Shelf Registration Statement is in effect pursuant to clause (a) or (b) of this Section 3 is referred to herein as a “"Suspension Period"). A Suspension Period shall commence on and include the date on which the Holders of Registrable Shares covered by the Shelf Suspension”)Registration Statement receive written notice from the Company that offers and sales of Registrable Shares cannot be made thereunder in accordance with this Section 3 and shall, with respect to each Holder, end on the date on which that Holder either is advised in writing by the Company that offers and sales of Registrable Shares pursuant to the Shelf Registration Statement and use of the prospectus contained therein may be resumed (a "Resumption Notice") or receives a copy of a prospectus supplement; provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that Suspension Periods in the aggregate shall in no event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no be longer be required to make than forty-five (45) days in any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except one (A1) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to year period during which the Shelf Registration Statement if is required by to remain effective in accordance with this Agreement. The Company agrees that it must promptly deliver a Resumption Notice to each Holder when none of the registration form used by the Company requisite conditions for the applicable Registration Suspension Period continue to exist or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or a prospectus supplement as may soon as reasonably be requested by the Initial S-3 Holderpracticable.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Sponsor Shelf Registration Statement filed pursuant to Section 3.02(a) or Excess Share Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt prior written notice of such action to the Holders and the TPG Representative, suspend use of the any such Shelf Registration Statement Statements (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect(i) more than one time during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding thirty (B30) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Shelf Suspension, upon receipt of the notice referred to above, (a) the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery Securities and (b) the Selling Equityholders agree to suspend any obligations of Parent to issue Common Stock pursuant to Section 2.9 for the period of the notice referred to aboveShelf Suspension. The Company shall immediately notify the Shelf Holders and the Selling Equityholders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and or any Issuer Free Writing ProspectusProspectuses, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to the any Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders of a majority of the Registrable Securities then outstanding.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer filing, initial effectiveness or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then Disclosure or would require the Company may suspend use of the inclusion in such Shelf Registration Statement (a “of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the holders, delay the filing or initial effectiveness of, or suspend use of, such Shelf Suspension”)Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose; provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions do so (A) more than twice, or for more than an aggregate of 90 days, in each case, two times during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners a period exceeding 120 days on any one occasion or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or for a total of more than 180 days in any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation12-month period. In the case of a Shelf Suspensionevent the Company exercises its rights under the preceding sentence, the Holders holders agree to suspend suspend, immediately upon their receipt of the notice referred to above, their use of the applicable Prospectus and any Issuer Free Writing Prospectus relating to such Shelf Registration in connection with any sale or purchase of, or offer to sell Registrable Securities and agree not to disclose to any other Person the fact that the Company has exercised such rights or purchase, Registrable Securities, upon delivery of the notice referred to aboveany related facts. The Company shall immediately notify the Shelf Holders holders upon the termination expiration of any Shelf Suspension, amend or supplement period during which it exercised its rights under this Section 2.1(c) and that the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies use of the Prospectus and may, subject to receipt of any Issuer Free Writing supplemented or amended Prospectus as so amended contemplated by Section 2.5(a)(iv) if necessitated by the circumstances giving rise to the delay or supplemented as any suspension described above, be resumed. In the event that the Company shall exercise its rights under this Section 2.1(c) to suspend the use of such Shelf Holder may reasonably request. The Company agreesRegistration Statement after it has been declared effective, if necessary, to supplement or make amendments to the period during which the Shelf Registration Statement if is required pursuant to Section 2.1(b) to be maintained effective shall be extended by the registration form used number of days during the period from and including the date of the giving of such suspension notice to and including the date when each holder of Registrable Securities covered by such Shelf Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 2.5(a)(iv) or is advised in writing by the Company for that the applicable Registration or by use of the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as Prospectus may reasonably be requested by the Initial S-3 Holderresumed.

Suspension of Registration. If the Company shall furnish to At any time that the Shelf Registration Statement is effective and the Holders have a certificate signed by current intention to effect an offering of all or part of its Registrable Securities included in the Chief Executive Officer or equivalent senior executive officer of Shelf Registration Statement, the Holders shall deliver a written notice to the Company stating that such intention at least fifteen (15) days prior to the commencement of such offering. If the continued use of a such Shelf Registration Statement filed pursuant at such time would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company, (ii) render the Company unable to Section 3.02(acomply with requirements under the Securities Act or Exchange Act, (iii) would require the Company to make an Adverse DisclosureDisclosure or (iv) in the good faith determination of the Company, then have a material adverse effect on the Company, the Company may may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (Ai) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes a period exceeding sixty (60) continuous days or (ii) in excess of assisting the Holder with respect to its investment one-hundred twenty (120) days in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationcalendar year. In the case of a Shelf Suspension, the Holders agree to immediately suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus(including through the filing of a current report on Form 8‑K), if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agreeswill, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders.

Suspension of Registration. If the Company shall furnish to the Shelf Holders Sponsor a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company Company, stating that the filing, effectiveness or continued use of a the Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure, then the Company may shall have a period of not more than sixty (60) days or such longer period as the Sponsor shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by the Sponsor of the such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that that, unless consented to in writing by the Sponsor, the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and more than two (2) Shelf Suspensions pursuant to this Section 4.1(c) and Demand Delays pursuant to Section 4.3(a)(ii) in the aggregate, or aggregate Shelf Suspensions pursuant to this Section 4.1(c) and Demand Delays pursuant to Section 4.3(a)(ii) of more than twice, or for more than an aggregate of 90 ninety (90) days, in each case, during any 12twelve-month (12) period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder The Sponsor shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and for the permitted duration of the Shelf Suspension or until otherwise notified by the Company, except (Ai) for disclosure to such Shelf Holderthe Sponsor’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree are obligated to keep it confidential, (Bii) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries confidential and (Diii) as required by law, rule or regulationLaw. In the case of a Shelf SuspensionSuspension that occurs after the effectiveness of the Shelf Registration Statement, the Holders agree Sponsor agrees to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice certificate referred to above. The Company shall immediately notify the Shelf Holders Sponsor upon the termination of any Shelf Suspension, and (y) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (z) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders Sponsor such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Sponsor may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderSponsor.

Suspension of Registration. If If, upon the Company shall furnish to the Shelf Holders determination of a certificate signed by the Chief Executive Officer or equivalent senior executive officer majority of the Company stating that members of the Board, the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving at least ten (10) calendar days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that (i) the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (x) more than twicefour (4) times during any twelve (12) month period, or (y) for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a ninety (90) calendar days per Shelf Suspension, Suspension and (ii) such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer chief executive officer, chief financial officer or equivalent senior executive chief legal officer of the Company stating that the filing, amendment or continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand SuspensionSponsors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions for more than twicethirty (30) days during any three (3) month period, or for more than an aggregate of 90 days, in each case, ninety (90) days during any 12-month twelve (12)-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s Affiliates, and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person thaton a non-confidential basis without breach of any confidentiality obligations by such disclosing party, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by for disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority, (E) for disclosures to potential limited partners or investors of a Shelf Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Shelf Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holderany Sponsor.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent other senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand SuspensionSponsors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 ninety (90) days, in each case, during any 12-month twelve (12)-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s Affiliates, and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters (i) are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and or (ii) are disclosed by the Company or any of its Subsidiaries or any other Person on a non-confidential basis without breach of any confidentiality obligations by such disclosing party, (D) as required by for disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority, (E) for disclosures to potential limited partners or investors of a Shelf Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Shelf Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holderany Sponsor.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating Issuer determines in good faith that the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company Issuer to make an Adverse Disclosure, then the Company may Issuer may, upon giving at least ten (10) days’ prior written notice of such action to the Holders (or, in the case of a Block Trade, upon receipt of notice of such Block Trade pursuant to Section 2.02(f)), suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, Issuer shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effector Demand Suspension (i) more than once during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding thirty (B30) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company Issuer shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agreesIssuer shall, if necessary, to supplement or make amendments amendment to the Shelf Registration Statement Statement, if required by the registration form used by the Company Issuer for the applicable Shelf Registration or by the instructions instruction applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderInvestors.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.01(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the such Shelf Registration Statement (a “"Shelf Suspension”"); provided, however, that the Company Company, unless otherwise approved in writing by each of (i) the Monarch Holders of a majority of Majority and (ii) the Company Shares that demanded Oaktree Holders Majority (for so long as the registrationMonarch Holders and the Oaktree Holders hold any Registrable Securities, in respect of any Demand Suspensionrespectively), shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Holder agrees that, upon delivery of any certificate by the Company set forth in the first sentence of this Section, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company informs such Holder in accordance with the penultimate sentence of this Section 2.01(d) that the Shelf Suspension has been terminated. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s 's employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulationregulation and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 any Holder.

Suspension of Registration. If If, upon Disinterested Director Approval, the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer filing, initial effectiveness or equivalent senior executive officer of the Company stating that the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to (A) make an Adverse DisclosureDisclosure or (B) prepare or obtain financial statements or pro forma financial information related to a material corporate transaction that are required to be included or incorporated by reference in any Registration Statement filed with the Commission by Regulation S-X that are then unavailable, then the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of of, the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that (x) the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, three (3) times during any 12-month period; provided further that , or (ii) for more than one hundred (100) days in the event of a Shelf Suspension, aggregate during any 12-month period and (y) such Shelf Suspension shall terminate at such earlier time as (A) the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, Disclosure or (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners financial statements or other direct or indirect investors who have agreed to keep such pro forma financial information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationthen available. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders. Notwithstanding anything in this Exhibit to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of any of its securities either for its own account or the account of any security holder or holders during any Shelf Suspension.

Suspension of Registration. If (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) BankFirst of the happening of any event of which the Company shall furnish has knowledge as a result of which the prospectus included in the Registration Statement as then in effect includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will make such notification as promptly as practicable after the Company becomes aware of the event (but in no event will the Company disclose to BankFirst any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a supplement or amendment to the Shelf Holders Registration Statement to correct such untrue statement or omission, and will deliver a certificate signed by number of copies of such supplement or amendment to BankFirst. The Company will use its best efforts to keep the Chief Executive Officer length of any such suspension to as short a period as is practicable given the then existing circumstances and may so defer or equivalent senior executive officer suspend the use of the Company stating that Registration Statement no more than two times in any 18-month period, and provided, further, that, after deferring or suspending the continued use of a Shelf the Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse DisclosureStatement, then the Company may not again defer or suspend the use of the Shelf Registration Statement (until a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders period of a majority thirty days has elapsed after resumption of the Company Shares that demanded use of the registration, in respect of any Demand Suspension, shall not be permitted Registration Statement. Notwithstanding anything to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, the contrary contained herein or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event Purchase Agreement, if the use of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension Registration Statement is in effect, the certificate referred to above and its contents unless and until otherwise notified suspended by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares will promptly give notice of the suspension to BankFirst, and agree to keep it confidential, (B) for disclosures to will promptly notify BankFirst as soon as the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Registration Statement may be resumed. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of BankFirst in accordance with the terms of the Purchase Agreement in connection with any sale or purchase ofof Registrable Securities with respect to which BankFirst has entered into a contract for sale prior to receipt of notice of such suspension and for which BankFirst has not yet settled unless, or offer to sell or purchasein the opinion of Company’s legal counsel, Registrable Securities, upon such delivery without legends would be in violation of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by applicable securities laws and/or otherwise subject the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holderliability.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer filing, initial effectiveness or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) in respect of a Requested Registration at any time would require the Company to make an Adverse Disclosure, then Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company may for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Investors (including a statement that an Adverse Disclosure would result), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest possible period of time determined in good faith by the Company to be necessary for such purpose (such period not to exceed sixty (60) days without the consent of the requesting Demand Investor, in the case of a Demand Registration, or the holders of a majority of the Registrable Securities that are included in any offering pursuant to a Shelf Registration Statement (a “Shelf Suspension”Statement); provided, however, that the Company shall not be entitled to so delay or suspend unless otherwise approved it shall (i) concurrently request the suspension of sales by other security holders under registration statements covering securities held by such other security holders, (ii) in writing accordance with the Holders of a majority Company’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company Shares that demanded and (iii) itself refrain from any public offering and open market purchases during the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month periodpostponement; provided further farther that in if the event Company shall delay the filing or effectiveness of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required Registration Statement pursuant to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (Athis Section 2.1(g) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in any Demand Registration, the Company Shares and agree Demand Investor requesting such Demand Registration shall be entitled to keep it confidentialwithdraw such request, (B) for disclosures to and, if such request is withdrawn, such Demand Registration shall not count as one of the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationpermitted Demand Registrations. In the case of a Shelf Suspensionevent the Company exercises its rights under the preceding sentence, the Holders Investors agree to suspend suspend, immediately upon their receipt of the notice referred to above, their use of the applicable Prospectus and any Issuer Free Writing Prospectus relating to the Requested Registration in connection with any sale or purchase of, or offer to sell Registrable Securities and agree not to disclose to any other Person the fact that the Company has exercised such rights or purchase, Registrable Securities, upon delivery of the notice referred to aboveany related facts. The Company shall immediately notify the Shelf Holders upon Investors of the termination expiration of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so period during which it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably requestexercised its rights under this Section 2.1(g). The Company agrees, if necessary, to may defer the filing (but not the preparation) or effectiveness or suspend the use or filing of a prospectus supplement or make amendments to the Shelf post-effective amendment, as applicable, of a particular Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable pursuant to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holderthis Section 2.1(g) only once during any twelve (12)-month period.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of a majority of Tiptree Investors and the Company Shares that demanded the registration, in respect of any Demand SuspensionWarburg Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or once for more than an aggregate of 90 days, in each case, thirty (30) days during any 12-month six (6)-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer shall use its reasonable best efforts to cause any Shelf Registration Statement to be required to make any Adverse Disclosuremade available for continued use as soon as possible. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents (provided that in no event shall the Company include any material nonpublic information in such communications) unless and until otherwise notified by the Company, except (Ai) for disclosure to such Shelf Holder’s Affiliates and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (Cii) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (Diii) as if such Xxxxx Xxxxxx is advised by counsel that disclosure is required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does they do not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, agrees to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Initial S-3 Holder or Initiating Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving at least 10 days’ prior written notice of such action to the holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that that, the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, one time during any 12-month period; provided further period unless the Company receives the written advice of its outside counsel to the effect that in the event of a Shelf Suspension, such an additional Shelf Suspension shall terminate at during such earlier time as period is reasonably necessary to avoid an Adverse Disclosure unrelated to the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential circumstances underlying the fact that a initial Shelf Suspension is (and, in effectany event, the certificate referred to above and its contents unless and until otherwise notified by the Companyno more than three times during any 24-month period), except or (Aii) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or a period exceeding 30 days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders of a majority of the Registrable Securities then outstanding.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company Officer stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(aSECTION 2.02(a) would require the Company to make an Adverse Disclosure, or to include in such Registration Statement the financial statements that are unavailable to the Company for reasons beyond the Company’s control, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspensionby Participating Holder Majority, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, one-hundred and twenty (120) days during any twelve (12-) month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above above, and its contents contents, unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents agents, and professional advisers who reasonably need to know such information for purposes of assisting the Company Security Holder with respect to its investment in the Company Shares Securities and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries Subsidiaries, and (D) as required by U.S. law, rule rule, or regulation. In the case of a Shelf Suspension, the Company Security Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission omission, and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holderany Shelf Initiating Company Security Holder(s) or Shelf Holder Majority.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.01(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by each of (i) the Monarch Holders of a majority of Majority and (ii) the Company Shares that demanded Oaktree Holders Majority (for so long as the registrationMonarch Holders and the Oaktree Holders hold any Registrable Securities, in respect of any Demand Suspensionrespectively), shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Holder agrees that, upon delivery of any certificate by the Company set forth in the first sentence of this Section, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company informs such Holder in accordance with the penultimate sentence of this Section 2.01(d) that the Shelf Suspension has been terminated. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulationregulation and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 any Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer Chief Financial Officer of the Company stating that the continued use of a the Shelf Registration Statement filed pursuant to Section 3.02(a2.01(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by (i) the Veritable Holders of a majority of Majority (for so long as the Company Shares that demanded the registration, in respect of Veritable Holders hold any Demand SuspensionRegistrable Securities), shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Holder agrees that, upon delivery of any certificate by the Company set forth in the first sentence of this Section, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until the Company informs such Holder in accordance with this Section 2.01(d) that the Shelf Suspension has been terminated. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulationregulation (and in which case such Holder, to the extent not prohibited by law, shall provide advance notice of such proposed disclosure to the Company) and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the SEC rules or regulations promulgated thereunderand regulations, or as may reasonably be requested by the Initial S-3 any Holder.

Suspension of Registration. If The Company may postpone the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer filing or equivalent senior executive officer of the Company stating that suspend the continued use use, for a reasonable period of a Shelf Registration Statement filed pursuant to Section 3.02(atime on one or more occasions not in excess of 120 days in the aggregate (together with any Demand Suspensions) would require the Company to make an Adverse Disclosurein any 12-month period, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”)) if the Board determines in its good faith judgment that such Shelf Registration Statement would reasonably be expected to (i) materially interfere with any proposal or plan that is material to the Company related to any financing, acquisition of assets or securities, recapitalization, merger, consolidation, tender offer, reorganization or similar transaction, (ii) require the Company to make an Adverse Disclosure or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company such Shelf Registration Statement would no longer reasonably be required expected to (i) materially interfere with any proposal or plan that is material to the Company related to any financing, acquisition of assets or securities, recapitalization, merger, consolidation, tender offer, reorganization or similar transaction, (ii) require the Company to make any an Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except Disclosure or (Aiii) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in render the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order unable to comply with reporting obligations to its limited partners requirements under the Securities Act or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationExchange Act. In the case of a Shelf Suspension, the Shelf Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of notice by the notice referred to aboveCompany. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holdereach Sponsor.

Suspension of Registration. If the Company shall furnish to the Shelf Holders Holder a certificate signed by the Chief Executive Officer chief executive officer, chief financial officer or equivalent senior executive chief legal officer of the Company stating that the filing, amendment or continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make public disclosure of material, non-public information that, in the Board’s good faith judgment, after consultation with outside counsel to the Company, (i) would be required to be made in any registration under the Act or report filed with the Commission by the Company so that such Xxxxx Registration Statement or report would not be materially misleading and would not be required to be made at such time but for the filing of such registration statement or report; and (ii) the Company has a bona fide business purpose for not disclosing such information publicly (an “Adverse Disclosure”), then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); , provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twice, or twice in any twelve (12)-month period nor for more than an aggregate of 90 days, in each case, one-hundred-twenty (120) days during any 12-month twelve (12)-month period; , and provided further that the Company shall not register any securities for its own account or that of any other stockholder during any Shelf Suspension other than pursuant to an Excluded Registration or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, and provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf The Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required permitted in order to comply accordance with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationSection 10.7. In the case of a Shelf SuspensionXxxxx Xxxxxxxxxx, the Holders agree Holder agrees to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus free writing prospectus approved by the Company in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders Holder upon the termination of any Shelf Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusfree writing prospectus approved by the Company, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders Holder such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus free writing prospectus approved by the Company as so amended or supplemented as any Shelf the Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holder.

Suspension of Registration. If In the Company shall furnish to event of a Material Disclosure Event at the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer time of the Company stating that the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement filed pursuant to Section 3.02(a) would require Statement, the Company may, by written notice to make an Adverse Disclosurethe Stockholder, then delay the Company may filing or initial effectiveness of, or suspend use of the Shelf of, such Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions a Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, once during any 12-month period; provided further that in period or (ii) for a period exceeding 60 days on any one occasion, unless for the event full period of a Shelf the Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make does not offer or sell securities for its own account, does not permit registered sales by any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any holder of its Subsidiaries or any other Person that, to the actual knowledge equity securities and prohibits offers and sales of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company equity securities by its directors and its Subsidiaries and (D) as required by law, rule or regulationofficers. In the case of a Shelf Suspension, the Holders agree to Stockholder will suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable SecuritiesShares, upon delivery receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Stockholder will be entitled to withdraw its Demand Notice (and in that case the Demand Notice will not count against any of the limits on permitted numbers of Demand Notices provided for herein). Upon receipt of a withdrawal notice from the Stockholder, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Shelf Holders Stockholder upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectusapplicable prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders Stockholder such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus such prospectus as so amended or supplemented as any Shelf Holder the Stockholder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf a Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderStockholder pursuant to such Registration Statement.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer Board of the Company stating Directors, in its good faith judgment, determines that the continued registration of Registrable Securities, the amendment or supplement of a Registration Statement or the use of a Registration Statement by a Participating Holder, would materially interfere with any financing, acquisition, corporate reorganization or merger or other transaction involving the Parent or its Subsidiaries or would require the Parent or its Subsidiaries to make an Adverse Disclosure (a “Valid Business Reason”) shall exist to postpone the filing, amendment, or supplement, or suspend the use, of a Shelf Registration Statement filed pursuant to Section 3.02(a2.01(a) would require and the Company Parent furnishes to make an Adverse Disclosurethe Participating Holder (or Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Parent (or persons in substantially equivalent positions) (the “Suspending Officer’s Certificate”), then the Company Parent may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in not event shall such postponement or suspension be for more than ninety (90) days after the Company unless otherwise approved in writing the Holders of a majority date of the Company Shares that demanded Suspending Officer’s Certificate and the registration, in respect of any Demand Suspension, Parent shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twicetwo (2) times, or for more than an aggregate of 90 one hundred twenty (120) days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required such Valid Business Reason ceases to make any Adverse Disclosureexist. Each Holder agrees that, upon delivery of a Suspending Officer’s Certificate, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Parent informs such Holder in accordance with this Section 2.01(e), that the Shelf Suspension has been terminated. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above Suspending Officer’s Certificate and its contents unless and until otherwise notified by the CompanyParent, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Parent Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company Parent or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company Parent and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation; provided that the Holder gives prior written notice to the Parent of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to aboveSuspending Officer’s Certificate. The Company Parent shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company Parent agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company Parent for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderSEC Guidance, or as may reasonably be requested by any Holder. If the Initial S-3 Holderfiling of any Registration Statement is suspended pursuant to this Section 2.01(e), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Take-Down under Section 2.01(f) (which, subject to Section 2.01(f)(iv), shall not be counted as an additional Marketed Underwritten Shelf Takedown for purposes of Section 2.10).

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Stockholders (provided that the Company shall not disclose any material non-public information that is the basis for such notice to any PG Stockholder without the express written consent of such PG Stockholder), suspend use of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, one time during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationa period exceeding 60 days. In the case of a Shelf Suspension, the Holders Stockholders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable SecuritiesShares, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Shelf Holders Stockholders in writing upon the termination of any Shelf Suspension, and upon such termination, promptly amend or supplement the Prospectus and any Issuer Free Writing applicable Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and furnish to the Shelf Holders Stockholders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Majority Stockholders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to the amend such Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable such Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderMajority Stockholders.

Suspension of Registration. If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall exist to postpone the filing, amendment, or supplement, or suspend the use, of a Shelf Registration Statement filed pursuant to Section 2.02(a) or Section 2.02(b) and the Company shall furnish furnishes to the Shelf Holders Requesting Holder (or Holders, as the case may be) a certificate signed by the Chief Executive Officer or equivalent any other senior executive officer of the Company stating that (the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure“Suspending Officer’s Certificate”), then the Company may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in no event shall such postponement or suspension be for more than sixty (60) days after the date of the applicable Shelf Registration Notice delivered by the Requesting Holder(s) and the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions more than twice, or Suspension for more than an aggregate of 90 one hundred twenty (120) days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as such Valid Business Reason ceases to exist. Each Holder agrees that, upon delivery of a Suspending Officer’s Certificate, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company would no longer be required to make any Adverse Disclosureinforms such Holder in accordance with this Section 2.02(e), that the Shelf Suspension has been terminated. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above Suspending Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation; provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to aboveSuspending Officer’s Certificate. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf SuspensionSuspension and, within 48 hours, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderSEC Guidance, or as may reasonably be requested by any Holder. If the Initial S-3 Holderfiling of any Registration Statement is suspended pursuant to this Section 2.02(e) and the related Registration Notice is withdrawn by the Requesting Holder(s), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Registration or Shelf Take-Down under Section 2.02(b) or Section 2.02(f) (which shall not be counted as an additional Marketed Underwritten Shelf Takedown for purposes of Section 2.11).

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer filing, initial effectiveness or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed registration statement, including a shelf registration statement pursuant to Rule 415, in respect of a registration pursuant to this Section 3.02(a) 3.1 at any time would require the Company to make an Adverse Disclosurea public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of the Shelf Registration Statement (a “Shelf Suspension”)of, such registration statement; provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions do so (x) more than twicetwo times during any twelve (12) month period, (y) for a period exceeding forty five (45) days on any one occasion or (z) for more than an aggregate of 90 daysperiods exceeding, in each casethe aggregate, during ninety (90) days in any twelve (12-) month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders agree to suspend suspend, promptly upon their receipt of the notice referred to above, their use of the applicable any Prospectus and any Issuer Free Writing Prospectus relating to such registration in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately promptly notify such Holders of the Shelf Holders upon the termination expiration of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so period during which it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably requestexercised its rights under this Section 3.1.5. The Company agreesagrees that, if necessaryin the event it exercises its rights under this Section 3.1.5, to supplement or make amendments to it shall, within forty five (45) days following such Holders’ receipt of the Shelf Registration Statement if required by notice of suspension, update the suspended registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or statement as may reasonably be requested by necessary to permit the Initial S-3 HolderHolders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the happening of any event of which the Company shall furnish has knowledge as a result of which the prospectus included in a Registration Statement as then in effect includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer statements therein, in light of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosurecircumstances under which they were made, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to abovemisleading. The Company shall immediately notify will make such notification as promptly as practicable after the Shelf Holders upon Company becomes aware of the termination event (but in no event will the Company disclose to any Investor any of any Shelf Suspensionthe facts or circumstances regarding the event), amend will promptly (but in no event more than ten business days) prepare a supplement or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any amendment to such Registration Statement to correct such untrue statement or omission omission, and furnish to the Shelf Holders such numbers will deliver a number of copies of the Prospectus and any Issuer Free Writing Prospectus such supplement or amendment to each Investor as so amended or supplemented as any Shelf Holder such Investor may reasonably request. The Company agreeswill use its best efforts to keep the length of any such suspension to as short a period as is practicable given the then existing circumstances and may so defer or suspend the use of a Registration Statement no more than two times in any 18-month period, and provided, further, that, after deferring or suspending the use of a Registration Statement, the Company may not again defer or suspend the use of such Registration Statement until a period of thirty days has elapsed after resumption of the use of such Registration Statement. Notwithstanding anything to the contrary contained herein or in the Exchange Agreement, if necessarythe use of a Registration Statement is suspended by the Company, the Company will promptly give notice of the suspension to supplement or make amendments all Investors whose securities are covered by such Registration Statement, and will promptly notify each such Investor as soon as the use of such Registration Statement may be resumed. Notwithstanding anything to the Shelf Registration Statement if required by contrary contained herein or in the registration form used by Credit Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to receipt of notice of such suspension and for which such Investor has not yet settled unless, in the opinion of Company’s legal counsel, such delivery without legends would be in violation of applicable Registration or by securities laws and/or otherwise subject the instructions applicable Company to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holderliability.

Suspension of Registration. Prior to the sale or distribution of any Registrable Securities pursuant to a Shelf Registration Statement, each Holder shall give at least two (2) Business Days prior written notice thereof to the Company (a “Sale Notice”) and no Holder shall sell or distribute any Registrable Securities unless it has timely provided such Sale Notice and, subject to the Shelf Suspension described below, until the expiration of such 2-Business Day period. The Holders shall not deliver a Sale Notice and shall not sell or distribute Registrable Securities more than five times in any calendar quarter. If in response to a Sale Notice, the Company shall furnish provide to the Shelf Holders Holder a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that in the continued use good faith judgment of a Shelf Registration Statement filed pursuant to Section 3.02(a) the Company such sale or distribution would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and the Company to make an Adverse Disclosurehas a bona fide business purpose for preserving the confidentiality of such information (the “Restriction”), then the Company may may, by written notice thereof to the Holders requesting such sale or distribution (a “Suspension Notice”), suspend use of the Shelf Registration Statement by the Holders until the expiration of the Restriction (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice Suspension Notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus Suspension and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to either confirm that the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended Registration can be used or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if to the extent required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder and promptly notify the Holders thereof. The Company agrees to not deliver a Suspension Notice to any Holder or as may reasonably be requested by otherwise inform such Holder of a Restriction unless and until such Holder delivers a Sale Notice to the Initial S-3 HolderCompany.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer filing of or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then Disclosure or if the Company may is required to file a post-effective amendment to a Shelf Registration Statement on Form F-1 or S-1 to update the audited financial statements included therein (an “Audited Financial Statements Update”), the Company may, upon giving at least 10 calendar days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”)) for a period of time not to exceed thirty (30) days per Shelf Suspension, as determined in good faith by the Company to be necessary for such purpose; provided, however, that (x) the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twice, or for more than an aggregate of 90 days, in each case, three (3) times during any 12-month period; provided further that in the event of a Shelf Suspension, period and (y) such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effectDisclosure or, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidentialcase of an Audited Financial Statements Update, within three (B3) for disclosures to business days after the extent required in order to comply with reporting obligations to SEC has completed its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to review of the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such updated Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationRegistration Statement. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately (i) as soon as reasonably practicable notify the Shelf Holders upon the termination of any Shelf Suspension, (ii) as soon as reasonably practicable, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) as soon as reasonably practicable, furnish to the Shelf Holders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, as soon as reasonably practicable, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 Holder.Holders, including to keep the Shelf Registration Statement effective until all Registrable Securities covered by such Shelf Registration Statement are sold in accordance with the intended plan of distribution set forth in such Shelf Registration Statement or supplement to the prospectus. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any Public Offering (including any “take-downs” off of an effective shelf registration statement) either for its own account or the account of any other Person during any Shelf Suspension. (e)

Suspension of Registration. If the Company Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall furnish exist to postpone the Shelf Holders a certificate signed by filing, amendment, or supplement, or suspend the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use use, of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require or Section 2.02(b) and the Company to make an Adverse Disclosurenotifies the Requesting Holder (or Holders, as the case may be) in writing (the “Suspending Notice”), then the Company may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in no event shall such postponement or suspension be for more than sixty (60) days after the date of the applicable Shelf Registration Notice delivered by the Requesting Holder(s) and the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions more than twice, or Suspension for more than an aggregate of 90 ninety (90) days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as such Valid Business Reason ceases to exist. Each Holder agrees that, upon delivery of a Suspending Notice, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company would no longer be required to make any Adverse Disclosureinforms such Holder in accordance with this Section 2.02(e), that the Shelf Suspension has been terminated. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above Suspending Notice and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation; provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to aboveSuspending Notice. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf SuspensionSuspension and, within 48 hours, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderSEC Guidance, or as may reasonably be requested by any Holder. If the Initial S-3 Holderfiling of any Registration Statement is suspended pursuant to this Section 2.02(e) and the related Registration Notice is withdrawn by the Requesting Holder(s), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Registration or Shelf Take-Down under Section 2.02(b) or Section 2.02(f).

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving at least ten (10) days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, one time during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding thirty (B30) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by each of TPG and JPMP, provided that in the Initial S-3 Holderevent the Registrable Securities of either of the TPG Group or the JPMP Group included in any offering pursuant to such Shelf Registration Statement are less than 50% of the Registrable Securities of the other group included in such offering pursuant to such Shelf Registration Statement, then the request of the Person whose group holds such lesser amount of Registrable Securities included in such Shelf Registration shall not be required under this Section 2.1(c).

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer, Chief Financial Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would (i) require the Company to make an Adverse Disclosure, or (ii) adversely affect an acquisition, financing or other material transaction to the material detriment of the Company, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand SuspensionMajority Institutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 one hundred twenty (120) days, in each case, during any twelve (12-) month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse DisclosureDisclosure or upon consummation of the acquisition, financing or other material transaction, as the case may be. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and and/or (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 any Initiating Holder.

Suspension of Registration. If the Company shall furnish Notwithstanding anything to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer contrary in this Section 4.4, FIC may prohibit offers and sales of the Company stating that the continued use of Registrable Shares pursuant to a Shelf Registration Statement filed pursuant at any time if (A)(i) it is in possession of material non-public information, (ii) the Board believes in good faith that such prohibition is necessary in order to Section 3.02(aavoid a legal requirement to disclose such material non-public information and (iii) the Board believes in good faith that disclosure of such material non-public information would require not be in the Company best interests of FIC and its shareholders or (B)(i) FIC has made a public announcement relating to make an Adverse Disclosure, then acquisition or business combination transaction including FIC and/or one or more of its subsidiaries that is material to FIC and its subsidiaries taken as a whole and (ii) the Company may suspend use of Board believes in good faith that it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in the Shelf Registration Statement, or (C) such Shelf Registration Statement contains financial information that no longer meets the requirements of any applicable rule of Regulation S-X (the period during which any such prohibition of offers and sales of Registrable Shares pursuant to a “Shelf Suspension”Registration Statement is in effect pursuant to clause (A) or (B) of this subsection (c) is referred to herein as a "Suspension Period"); provided, however, that . A Suspension Period shall commence on and include the Company unless otherwise approved in writing date on which the Holders of Registrable Shares covered by a majority Shelf Registration Statement receive written notice from FIC that offers and sales of the Company Registrable Shares that demanded the registration, in respect of any Demand Suspension, shall cannot be permitted to exercise aggregate Demand Suspensions made thereunder in accordance with this subsection (b) and Shelf Suspensions more than twiceshall, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf each Holder, was not subject to an obligation or duty end on the date on which that Holder either is advised in writing by FIC that offers and sales of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments Shares pursuant to the Shelf Registration Statement if required by and use of the registration form used by prospectus contained therein may be resumed (a "Resumption Notice") or receives a copy of a prospectus supplement. FIC agrees that it must promptly deliver a Resumption Notice to each Holder when none of the Company requisite conditions for the applicable Registration Suspension Period continue to exist or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or a prospectus supplement as may soon as reasonably be requested by the Initial S-3 Holderpracticable.

Suspension of Registration. If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall exist to postpone the filing, amendment, or supplement, or suspend the use, of a Shelf Registration Statement filed pursuant to Section 2.03(a) or Section 2.03(b) and the Company shall furnish furnishes to the Shelf Holders Requesting Holder (or Holders, as the case may be) a certificate signed by the Chief Executive Officer or equivalent any other senior executive officer of the Company stating that (the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure“Suspending Officer’s Certificate”), then the Company may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in no event shall such postponement or suspension be for more than sixty (60) days after the date of the applicable Registration Notice delivered by the Requesting Holder(s) and the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twicethree (3) times, or for more than an aggregate of 90 ninety (90) days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as such Valid Business Reason ceases to exist. Each Holder agrees that, upon delivery of a Suspending Officer’s Certificate, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company would no longer be required to make any Adverse Disclosureinforms such Holder in accordance with this Section 2.03(e), that the Shelf Suspension has been terminated. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above Suspending Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation; provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to aboveSuspending Officer’s Certificate. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderSEC Guidance, or as may reasonably be requested by any Holder. If the Initial S-3 Holderfiling of any Registration Statement is suspended pursuant to this Section 2.03(e) and the related Registration Notice is withdrawn by the Requesting Holder(s), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Registration or Shelf Take-Down under Section 2.03(b) or Section 2.03(f) (which shall not be counted as an additional Marketed Underwritten Shelf Takedown for purposes of Section 2.12).

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing (including the filing of any amendment or supplement to the Shelf Registration Statement) or the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.01(a) would require the Company to make an Adverse Disclosure, then the Company may postpone the filing, amendment or supplement (but not the preparation thereof) and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that no such postponement or suspension shall be for more than sixty (60) consecutive days on any one occasion and the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twicetwo (2) times, or for more than an aggregate of 90 ninety (90) days; provided, in each casefurther, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Holder agrees that, upon delivery of any certificate by the Company set forth in the first sentence of this Section 2.01(d), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until the Company informs such Holder in accordance with this Section 2.01(d) that the Shelf Suspension has been terminated. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Consideration Shares and Option Consideration Shares (as applicable) and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulationregulation (and in which case such Holder, to the extent not prohibited by law, shall provide advance written notice of such requirement and the contents of the proposed disclosure to the Company to the extent that it is permitted to do so under applicable law) and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the Commission rules or regulations promulgated thereunderand regulations, or as may reasonably be requested by the Initial S-3 any Holder.

Suspension of Registration. Prior to the sale or distribution of any Registrable Securities pursuant to a Shelf Registration Statement, each Holder shall give at least four (4) Business Days prior written notice thereof to the Company (a “Sale Notice”) and no Holder shall sell or distribute any Registrable Securities pursuant to a Shelf Registration Statement unless it has timely provided such Sale Notice and, subject to the Shelf Suspension described below, until the expiration of such four (4) Business Day period. A Sale Notice may indicate an aggregate amount of Registrable Securities that the Holder may sell or distribute within a specified reasonable period of time as market conditions allow. The Holders shall not deliver a Sale Notice and shall not sell or distribute Registrable Securities pursuant to a Shelf Registration Statement more than five (5) times in any calendar quarter. If in response to a Sale Notice, the Company shall furnish provide to the Shelf Holders Holder a certificate signed by the Chief Executive Officer or equivalent senior an executive officer of the Company stating that in the continued use good faith judgment of a Shelf Registration Statement filed pursuant to Section 3.02(a) the Company such sale or distribution would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (including with respect to any material contemplated acquisition or divestiture) and the Company to make an Adverse Disclosurehas a bona fide business purpose for preserving the confidentiality of such information (the “Restriction”), then the Company may may, by written notice thereof to the Holders requesting such sale or distribution (a “Suspension Notice”), suspend use of the Shelf Registration Statement by the Holders until the expiration of the Restriction (a “Shelf Suspension”); provided, however, ) (it being agreed that the Company unless otherwise approved in writing the Holders of may not invoke a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions Suspension on more than twice, or for more than an aggregate of 90 days, in each case, four (4) occasions during any 12-month period; provided further that in the event of a Shelf Suspension, such 360 consecutive days and no single Shelf Suspension shall terminate at such earlier time as the Company would no last for longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except than forty-five (A45) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationconsecutive days). In the case of a Shelf Suspension, (a) the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice Suspension Notice referred to aboveabove and (b) a Holder that has delivered any Sale Notice giving rise to such Shelf Suspension shall be entitled to withdraw such Sale Notice and, if such Sale Notice is withdrawn, such Sale Notice shall not count as one of the permitted Sale Notices hereunder. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus Suspension and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to either confirm that the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended Registration can be used or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if to the extent required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder and promptly notify the Holders thereof. The Company agrees to not deliver a Suspension Notice to any Holder or as may reasonably be requested by otherwise inform such Holder of a Restriction unless and until such Holder delivers a Sale Notice to the Initial S-3 HolderCompany.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf such Registration Statement filed pursuant to under this Section 3.02(a) 3.2 at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Sponsor Holders, IDX Holders and ZF Holders suspend use of the Shelf such Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except more than one (A1) time during any twelve (12)-month period or for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes a total period of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, greater than sixty (B60) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationcalendar days. In the case of a Shelf Suspension, the Sponsor Holders, IDX Holders and ZF Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Shelf Sponsor Holders, IDX Holders and ZF Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Sponsor Holders, IDX Holders and ZF Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Sponsor Holders, IDX Holders and ZF Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by each of the Initial S-3 HolderHolders of a majority of the Sponsor Investor Shares, a majority of the IDX Investor Shares and a majority of the ZF Investor Shares that are included in such Registration Statement.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of Institutional Investors holding a majority of the Company Shares that demanded the registration, in respect of any Demand Suspensionthen-outstanding Registrable Securities held by all Institutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holder.not

Suspension of Registration. If the Company Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall furnish exist to postpone the Shelf Holders a certificate signed by filing, amendment, or supplement, or suspend the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use use, of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require and the Company furnishes to make an Adverse Disclosurethe Participating Holder (or Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) (the “Suspending Officer’s Certificate”), then the Company may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in no event shall such postponement or suspension be for more than ninety (90) days after the Company unless otherwise approved in writing the Holders of a majority date of the Suspending Officer’s Certificate. The Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise a Shelf Suspension or a Demand Suspension more than two (2) times in the aggregate in any 12-month period nor may the aggregate length of all such Shelf Suspensions and Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event period exceed ninety (90) days. Each Holder agrees that, upon delivery of a Shelf SuspensionSuspending Officer’s Certificate, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company informs such Holder in accordance with this Section 2.02(e), that the Shelf Suspension has been terminated. For the avoidance of doubt, it is understood and agreed that the Suspending Officer’s Certificate shall terminate at such earlier time as contain no information about the Company would no longer be required to make any Valid Business Reason or the Adverse Disclosure, and shall merely state that a Valid Business Reason exists. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above Suspending Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation; provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to aboveSuspending Officer’s Certificate. The Company shall immediately promptly notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderSEC Guidance, or as may reasonably be requested by the Initial S-3 any Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders Holder a certificate signed by the Chief Executive Officer chief executive officer, chief financial officer or equivalent senior executive chief legal officer of the Company stating that the filing, amendment or continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make public disclosure of material, non-public information that, in the Board’s good faith judgment, after consultation with outside counsel to the Company, (i) would be required to be made in any registration under the Act or report filed with the Commission by the Company so that such Shelf Registration Statement or report would not be materially misleading and would not be required to be made at such time but for the filing of such registration statement or report; and (ii) the Company has a bona fide business purpose for not disclosing such information publicly (an “Adverse Disclosure”), then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); , provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twice, or twice in any twelve (12)-month period nor for more than an aggregate of 90 days, in each case, one-hundred-twenty (120) days during any 12-month twelve (12)-month period; , and provided further that the Company shall not register any securities for its own account or that of any other stockholder during any Shelf Suspension other than pursuant to an Excluded Registration or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, and provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf The Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required permitted in order to comply accordance with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationSection 10.7. In the case of a Shelf Suspension, the Holders agree Holder agrees to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus free writing prospectus approved by the Company in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately promptly notify the Shelf Holders Holder upon the termination of any Shelf Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusfree writing prospectus approved by the Company, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders Holder such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus free writing prospectus approved by the Company as so amended or supplemented as any Shelf the Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holder.

Suspension of Registration. If the Company shall furnish (a) The Parent will notify (by telephone and also by facsimile and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer Registration Statement of the Company stating that happening of any event of which the continued Parent has knowledge as a result of which the prospectus included in a Registration Statement as then in effect includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Parent will make such notification as promptly as practicable after the Parent becomes aware of the event (but in no event will the Parent disclose to any Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request. The Parent will use its best efforts to keep the length of any such suspension to as short a period as is practicable given the then existing circumstances and may so defer or suspend the use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions no more than twice, or for more than an aggregate of 90 days, two times in each case, during any 1218-month period; provided further that , and provided, further, that, after deferring or suspending the use of a Registration Statement, the Parent may not again defer or suspend the use of such Registration Statement until a period of thirty days has elapsed after resumption of the use of such Registration Statement. Notwithstanding anything to the contrary contained herein or in the event Exchange Agreement, if the use of a Shelf SuspensionRegistration Statement is suspended by the Parent, the Parent will promptly give notice of the suspension to all Investors whose securities are covered by such Shelf Suspension shall terminate at Registration Statement, and will promptly notify each such earlier time Investor as soon as the Company would no longer use of such Registration Statement may be required resumed. Notwithstanding anything to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is contrary contained herein or in effectthe Credit Agreement, the certificate referred Parent will cause the Transfer Agent to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure deliver unlegended shares of Common Stock to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes a transferee of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Investor in connection with any sale or purchase ofof Registrable Securities with respect to which such Investor has entered into a contract for sale prior to receipt of notice of such suspension and for which such Investor has not yet settled unless, or offer in the opinion of Parent’s legal counsel, such delivery without legends would be in violation of applicable securities laws and/or otherwise subject the Parent to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holderliability.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating Issuer determines in good faith that the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company Issuer to make an Adverse Disclosure, then the Company may Issuer may, upon giving, to the extent practicable, at least ten (10) days’ prior written notice of such action to the Investors (or, in the case of a Block Trade, upon receipt of notice of such Block Trade pursuant to Section 2.02(e)), suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, Issuer shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more a Suspension (other than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effectrelating to a post-effective amendment to a Shelf Registration Statement required to update such Shelf Registration Statement pursuant to Section 10(a)(3) of the Securities Act) (i) more than twice during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding sixty (B60) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Shelf Suspension, the Holders Investors agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company Issuer shall immediately notify the Shelf Holders Investors upon the termination of any Shelf Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement material misstatement or omission and furnish to the Shelf Holders Investors such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Investors may reasonably request. The Company agreesIssuer shall, if necessary, to supplement or make amendments amendment to the such Shelf Registration Statement Statement, if required by the registration form used by the Company Issuer for the applicable such Shelf Registration or by the instructions instruction applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderInvestors.

Suspension of Registration. If the Company Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall furnish exist to postpone the Shelf Holders a certificate signed by filing, amendment, or supplement, or suspend the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use use, of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require and the Company furnishes to make an Adverse Disclosurethe Participating Holder (or Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) (the “Suspending Officer’s Certificate”), then the Company may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in not event shall such postponement or suspension be for more than ninety (90) days after the date of the Suspending Officer’s Certificate and the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twicetwo (2) times, or for more than an aggregate of 90 one hundred twenty (120) days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as such Valid Business Reason ceases to exist. Each Holder agrees that, upon delivery of a Suspending Officer’s Certificate, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company would no longer be required to make any Adverse Disclosureinforms such Holder in accordance with this Section 2.02(e), that the Shelf Suspension has been terminated. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above Suspending Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation; provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to aboveSuspending Officer’s Certificate. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderSEC Guidance, or as may reasonably be requested by any Holder. If the Initial S-3 Holderfiling of any Registration Statement is suspended pursuant to this Section 2.02(e), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Take-Down under Section 2.02(f) (which, subject to section 2.02(f)(iv), shall not be counted as an additional Marketed Underwritten Shelf Take-Down for purposes of Section 2.12).

Suspension of Registration. If the Company Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall furnish exist to postpone the Shelf Holders a certificate signed by filing, amendment, or supplement, or suspend the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use use, of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require and the Company furnishes to make an Adverse Disclosurethe Participating Holder (or Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) (the “Suspending Officer’s Certificate”), then the Company may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in not event shall such postponement or suspension be for more than ninety (90) days after the date of the Suspending Officer’s Certificate and the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twicetwo (2) times, or for more than an aggregate of 90 one hundred twenty (120) days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as such Valid Business Reason ceases to exist. Each Holder agrees that, upon delivery of a Suspending Officer’s Certificate, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company would no longer be required to make any Adverse Disclosureinforms such Holder in accordance with this Section 2.02(e), that the Shelf Suspension has been terminated. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above Suspending Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation; provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to aboveSuspending Officer’s Certificate. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, Suspension and amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderSEC Guidance, or as may reasonably be requested by any Holder. If the Initial S-3 Holderfiling of any Registration Statement is suspended pursuant to this Section 2.02(e), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Take-Down under Section 2.02(f) (which, subject to section 2.02(f)(iv), shall not be counted as an additional Marketed Underwritten Shelf Take-Down for purposes of Section 2.12).

Suspension of Registration. Prior to the sale or distribution of any Registrable Securities pursuant to a Shelf Registration Statement, (i) the Sellers Representative and each of the Restricted Sellers shall give at least two (2) Business Days’ prior written notice thereof and (ii) each other Holder shall give at least one (1) Business Day’s prior written notice thereof, to the Company (each such notice, a “Sale Notice”) and no Holder shall sell or distribute any Registrable Securities pursuant to a Shelf Registration Statement unless it has timely provided such Sale Notice and, subject to the Shelf Suspension described below, until the expiration of such applicable notice period. A Sale Notice may indicate an aggregate amount of Registrable Securities that the Holder may sell or distribute within a specified reasonable period of time as market conditions allow; provided that each Sale Notice must indicate an amount of Registrable Securities not less than an amount equal to the lesser of (i) 1,000 Shares and (ii) all of the Shares owned by such Holder. Each Holder shall not deliver a Sale Notice and shall not sell or distribute Registrable Securities pursuant to a Shelf Registration Statement more than five (5) times. If in response to a Sale Notice, the Company shall furnish provide to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior an executive officer of the Company stating that in the continued use good faith judgment of a Shelf Registration Statement filed pursuant to Section 3.02(a) the Company such sale or distribution would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (including with respect to any material contemplated acquisition or divestiture) and the Company to make an Adverse Disclosurehas a bona fide business purpose for preserving the confidentiality of such information (the “Restriction”), then the Company may may, by written notice thereof to the Holders requesting such sale or distribution (a “Suspension Notice”), suspend use of the Shelf Registration Statement by the Holders until the expiration of the Restriction (a “Shelf Suspension”); provided, however, ) (it being agreed that the Company unless otherwise approved in writing the Holders of may not invoke a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions Suspension on more than twice, or for more than an aggregate of 90 days, in each case, four (4) occasions during any 12-month period; provided further that in the event of a Shelf Suspension, such 360 consecutive days and no single Shelf Suspension shall terminate at such earlier time as the Company would no last for longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except than thirty (A30) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationconsecutive days). In the case of a Shelf Suspension, (i) the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice Suspension Notice referred to aboveabove and (ii) a Holder that has delivered any Sale Notice giving rise to such Shelf Suspension shall be entitled to withdraw such Sale Notice and, if such Sale Notice is withdrawn, such Sale Notice shall not count as one of the permitted Sale Notices hereunder. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus Suspension and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to either confirm that the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended Registration can be used or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if to the extent required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder and promptly notify the Holders thereof. The Company agrees to not deliver a Suspension Notice to any Holder or as may reasonably be requested by otherwise inform such Holder of a Restriction unless and until such Holder delivers a Sale Notice to the Initial S-3 HolderCompany.

Suspension of Registration. If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall exist to postpone the filing, amendment, or supplement, or suspend the use, of a Shelf Registration Statement filed pursuant to Section 2.03(a) or Section 2.03(b) and the Company shall furnish furnishes to the Shelf Holders Requesting Holder (or Holders, as the case may be) a certificate signed by the Chief Executive Officer or equivalent any other senior executive officer of the Company stating that (the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure“Suspending Officer’s Certificate”), then the Company may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in no event shall such postponement or suspension be for more than sixty (60) days after the date of the applicable Registration Notice delivered by the Requesting Holder(s) and the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twicetwo (2) times, or for more than an aggregate of 90 ninety (90) days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as such Valid Business Reason ceases to exist. Each Holder agrees that, upon delivery of a Suspending Officer’s Certificate, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company would no longer be required to make any Adverse Disclosureinforms such Holder in accordance with this Section 2.03(e), that the Shelf Suspension has been terminated. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above Suspending Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holder.Subsidiaries,

Suspension of Registration. If At any time that the Company Initial Registration Statement is effective and the Holders have a current intention to effect an offering of all or part of their Shares included in the Initial Registration Statement, the Holders shall furnish deliver a written notice to Marcus stating such intention at least five (5) Business Days prior to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer commencement of the Company stating that such offering. If the continued use of a Shelf the Initial Registration Statement filed pursuant at such time would (i) render Marcus unable to Section 3.02(acomply with requirements under the Securities Act or Exchange Act or the rules promulgated thereunder or (ii) would require the Company Marcus to make an Adverse Disclosure, then Marcus may, upon giving prompt written notice of such action signed by a senior executive of Marcus to the Company may Holders, suspend use of the Shelf Initial Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, Marcus shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure at any time during the six (6) month period immediately following the date of this Agreement, other than pursuant to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidentialclause (i) or (ii) above, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners a period exceeding sixty (60) continuous days, or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or in excess of ninety (90) days in any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationcalendar year. In the case of a Shelf Suspension, the Holders agree to immediately suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable SecuritiesShares, upon delivery receipt of the notice referred to above. The Company Marcus shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus(including through the filing of a current report on Form 8-K), if necessary, so it does not contain any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agreesMarcus shall use commercially reasonable efforts to take such other reasonable actions (including, if necessary, causing such securities to supplement be listed or make amendments quoted on a national securities exchange) as may be reasonably necessary to facilitate the resale of Shares pursuant to the Shelf Initial Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 HolderStatement.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating Issuer determines in good faith that the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company Issuer to make an Adverse Disclosure, then the Company may Issuer may, upon giving at least ten (10) days’ prior written notice of such action to the Holders (or, in the case of a Block Trade, upon receipt of notice of such Block Trade pursuant to Section 2.02(f)), suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, Issuer shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effector Demand Suspension (i) more than once during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding thirty (B30) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company Issuer shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agreesIssuer shall, if necessary, to supplement or make amendments amendment to the Shelf Registration Statement Statement, if required by the registration form used by the Company Issuer for the applicable Shelf Registration or by the instructions instruction applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Initial S-3 HolderHolders.

Suspension of Registration. If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall exist to postpone the filing, amendment, or supplement, or suspend the use, of a Shelf Registration Statement filed pursuant to Section 2.02(a) or Section 2.02(b) and the Company shall furnish furnishes to the Shelf Holders Requesting Holder (or Holders, as the case may be) a certificate signed by the Chief Executive Officer or equivalent any other senior executive officer of the Company stating that (the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure“Suspending Officer’s Certificate”), then the Company may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use use, of the such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in not event shall such postponement or suspension be for more than sixty (60) days after the date of the applicable Registration Notice delivered by the Requesting Holder(s) and the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension more than twicethree (3) times, or for more than an aggregate of 90 ninety (90) days, in each case, during any 12-month period; provided further provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as such Valid Business Reason ceases to exist. Each Holder agrees that, upon delivery of a Suspending Officer’s Certificate, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company would no longer be required to make any Adverse Disclosureinforms such Holder in accordance with this Section 2.02(e), that the Shelf Suspension has been terminated. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above Suspending Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation; provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to aboveSuspending Officer’s Certificate. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement a material misstatement of fact or omission omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderSEC Guidance, or as may reasonably be requested by any Holder. If the Initial S-3 Holderfiling of any Registration Statement is suspended pursuant to this Section 2.02(e) and the related Registration Notice is withdrawn by the Requesting Holder(s), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Registration or Shelf Take-Down under Section 2.02(b) or Section 2.02(f) (which shall not be counted as an additional Marketed Underwritten Shelf Takedown for purposes of Section 2.11).

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer filing, initial effectiveness or equivalent senior executive officer of the Company stating that the continued use of a such Shelf Registration Statement filed pursuant to Section 3.02(a) at any time would require the Company to (A) make an Adverse DisclosureDisclosure or (B) prepare or obtain financial statements or pro forma financial information related to a material corporate transaction that are required to be included or incorporated by reference in any Registration Statement filed with the Commission by Regulation S-X that are then unavailable, then the Company may may, upon giving written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of of, the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that (x) the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (i) more than twicetwo (2) times during any twelve (12) month period, or (ii) for more than an one hundred (100) days in aggregate of 90 days, in each case, during any twelve (12-) month period; provided further that in the event of a Shelf Suspension, period and (y) such Shelf Suspension shall terminate at such earlier time as (A) the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, Disclosure or (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners financial statements or other direct or indirect investors who have agreed to keep such pro forma financial information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationthen available. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately as promptly as practicable notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any Shelf Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of a majority of Tiptree Investors and the Company Shares that demanded the registration, in respect of any Demand SuspensionWarburg Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or once for more than an aggregate of 90 days, in each case, thirty (30) days during any 12-month six (6)-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer shall use its reasonable best efforts to cause any Shelf Registration Statement to be required to make any Adverse Disclosuremade available for continued use as soon as possible. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents (provided that in no event shall the Company include any material nonpublic information in such communications) unless and until otherwise notified by the Company, except (Ai) for disclosure to such Shelf Holder’s Affiliates and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (Cii) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (Diii) as if such Shelf Holder is advised by counsel that disclosure is required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does they do not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, agrees to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Initial S-3 Holder or Initiating Holder.

Suspension of Registration. If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a2.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Company, unless otherwise approved in writing by the Holders of a majority of Tiptree Investors and the Company Shares that demanded the registration, in respect of any Demand SuspensionWarburg Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or once for more than an aggregate of 90 days, in each case, thirty (30) days during any 12-month six (6)-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer shall use its reasonable best efforts to cause any Shelf Registration Statement to be required to make any Adverse Disclosuremade available for continued use as soon as possible. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents (provided that in no event shall the Company include any material non-public information in such communications) unless and until otherwise notified by the Company, except (Ai) for disclosure to such Shelf Holder’s Affiliates and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (Cii) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (Diii) as if such Shelf Holder is advised by counsel that disclosure is required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Shelf Holder Holders may reasonably request. The Company agrees, if necessary, agrees to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Initial S-3 Holder or Initiating Holder.