Common use of Holdbacks Clause in Contracts

Holdbacks. (i) If Sprint shall file a Registration Statement pursuant to Section 2 or covered by Section 3 in connection with an underwritten public offering by a Selling Stockholder of Derivative Securities or Registrable Securities and the lead managing underwriter or underwriters advise Sprint in writing (in which case Sprint shall promptly notify the Stockholders) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities other than pursuant to the underwritten public offering contemplated by such Registration Statement would materially adversely impact such underwritten public offering, then each Stockholder agrees to the extent not inconsistent with applicable law, to refrain from effecting any public sale or distribution of Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the ninety day period beginning on, the effective date of such Registration Statement or such shorter period as may be requested by such underwriters, except as part of such underwritten public offering, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(i) shall not apply to any public sale or distribution of Registrable Securities made in connection with the settlement of a Derivative Security or if such limitation would arise solely due to the exercise of Incidental Registration Rights by one or more other Stockholders. (ii) Sprint agrees (A) not to engage in any public sale or distribution of any securities of the same class or series as the Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to any public offering of Registrable Securities (including any offering of Derivative Securities to the extent the lead book running managing underwriter for such offering advises Sprint in writing that a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities by Sprint other than pursuant to the underwritten public offering contemplated by such registration statement would materially adversely impact such underwritten public offering), but not including the delivery of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative Securities, except as part of such registration and (B) that the Amended FT/DT Agreement and any agreement entered into after May 26, 1998 pursuant to which Sprint agrees to register or to permit the participation in the registration of any securities of Sprint shall contain a provision under which holders of any such securities agree not to effect any public sale or distribution of any such securities during the periods described in clause (A) above, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(ii) shall not apply to: (w) registrations on Form S-4 or any other registration of shares issued in a merger, consolidation, acquisition or similar transaction or on Form S-8, or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities of the Company made solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan; (x) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (y) any other agreement to issue equity securities or securities convertible into, or exchangeable or exercisable for, such securities in effect on the date the Selling Stockholders deliver the applicable request for registration to Sprint pursuant to Section 2 or Section 3; and (z) any employee benefit plan (if necessary to allow such plan to fulfill its funding obligations in the ordinary course).

Holdbacks. (a) At the Closing, an amount equal to the Holdback Amount (consisting of the General Indemnity Holdback Amount, the Special Indemnity Holdback Amount and the NWC Holdback Amount) will be deposited by Parent in a segregated account (the “Holdback Account”) as a partial mechanism to satisfy the indemnification obligations of the Stockholders pursuant to Article VI and the obligations of the Stockholders under Section 1.15. (b) The portion of the General Indemnity Holdback Amount, net of the amount of any outstanding claims for indemnification that have been validly noticed or filed pursuant to this Agreement, and less amounts delivered to Parent pursuant to Section 1.15(c) or Section 6.5(b) in satisfaction of claims, will be released to the Paying Agent for distribution to the Stockholders in accordance with each Stockholder’s Pro Rata Share within ten (10) Business Days after the eighteen month anniversary of the Closing. (c) The portion of the Special Indemnity Holdback Amount, net of the amount of any outstanding claims for indemnification for Special Indemnification Matters or IP Representations that have been validly noticed or filed pursuant to this Agreement, and less amounts delivered to Parent pursuant Section 6.5(b) in satisfaction of claims, will be released to the Paying Agent for distribution to the Stockholders in accordance with each Stockholder’s Pro Rata Share within ten (10) Business Days after the earlier to occur of (i) If Sprint shall file a Registration Statement pursuant to Section 2 or covered by Section 3 in connection with an underwritten public offering by a Selling Stockholder the third anniversary of Derivative Securities or Registrable Securities the Closing and (ii) the lead managing underwriter or underwriters advise Sprint in writing satisfaction of each of the items set forth on Schedule 1.9(c). (in which case Sprint shall promptly notify the Stockholdersd) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities other than pursuant Notwithstanding anything to the underwritten public offering contemplated by contrary herein, an amount equal to $26,439,065.74 (such Registration Statement would materially adversely impact such underwritten public offeringamount the “Performance Holdback Amount”), then each Stockholder agrees will not be paid to the extent not inconsistent with applicable law, to refrain from effecting any public sale or distribution of Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the ninety day period beginning on, the effective date of such Registration Statement or such shorter period as may be requested by such underwriters, except as part of such underwritten public offering, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(i) shall not apply to any public sale or distribution of Registrable Securities made Founder Stockholder in connection with the settlement of a Derivative Security or if such limitation would arise solely due Closing and, instead, following the date on which Parent files its Annual Report on Form 10-K with Securities Exchange Commission for the applicable Performance Measurement Period, but subject to the exercise of Incidental Registration Rights by one or more other Stockholders. (ii) Sprint agrees (A) not to engage in any public sale or distribution of any securities achievement of the same class or series as the Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the 90-day period beginning onperformance thresholds set forth on Schedule 1.9(d), the effective date of any Registration Statement filed pursuant Founder Stockholder shall be paid, without interest, an amount equal to any public offering of Registrable Securities fifty percent (including any offering of Derivative Securities to the extent the lead book running managing underwriter for such offering advises Sprint in writing that a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act50%) of Registrable Securities by Sprint other than the Performance Holdback Amount. Except as set forth on Schedule 1.9(d), the Founder Stockholder shall not be entitled to receive any payments from the Performance Holdback Amount with respect to a Performance Measurement Period pursuant to the underwritten public offering contemplated by foregoing sentence, and Parent shall retain the applicable unpaid portion of the Performance Holdback Amount, unless such registration statement would materially adversely impact such underwritten public offering), but not including the delivery of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative Securities, except as part of such registration and (B) that Company has achieved the Amended FT/DT Agreement and any agreement entered into after May 26, 1998 pursuant to which Sprint agrees to register or to permit the participation in the registration of any securities of Sprint shall contain a provision under which holders of any such securities agree not to effect any public sale or distribution of any such securities during the periods described in clause (A) above, in each case including a sale pursuant to Rule 144; provided, that the limitation performance metrics set forth in this paragraph (e)(ii) shall not apply to: (w) registrations on Form S-4 or any other registration of shares issued in a merger, consolidation, acquisition or similar transaction or on Form S-8, or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities of the Company made solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan; (x) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (y) any other agreement to issue equity securities or securities convertible into, or exchangeable or exercisable for, such securities in effect on the date the Selling Stockholders deliver the applicable request for registration to Sprint pursuant to Section 2 or Section 3; and (z) any employee benefit plan (if necessary to allow such plan to fulfill its funding obligations in the ordinary courseSchedule 1.9(d).

Holdbacks. (ia) If Sprint shall file a Registration Statement pursuant Subject to the last sentence of this Section 2 or covered by Section 3 in connection with an underwritten public offering by a Selling Stockholder of Derivative Securities or Registrable Securities and the lead managing underwriter or underwriters advise Sprint in writing (in which case Sprint shall promptly notify the Stockholders) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) 2.3(a), each holder of Registrable Securities agrees not to file or cause to be effected any other than pursuant to the underwritten public offering contemplated by such Registration Statement would materially adversely impact such underwritten public offeringregistration of, then each Stockholder agrees to the extent not inconsistent with applicable law, to refrain from effecting or effect any public sale or distribution of, equity securities of Registrable Securities the Company, or any securities convertible into, into or exchangeable or exercisable forfor such securities, or the value of which relates to or is based upon, such securities during the ten days (10) day period prior to, and during the ninety seventy-five (75) day period beginning onfollowing, the effective date of such Registration Statement any underwritten public offering of Common Stock for the account of the Company or such shorter period as may be requested by such underwritersfor the account of others, in each case that is not in violation of Section 2.3(b) (except as part of such underwritten registration, if permitted by Section 2.1 or 2.2 or otherwise permitted hereunder) unless the underwriters managing the registered public offering, in each case including a offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Stockholders pursuant to Rule 144; provided144 or Rule 145 or under a Shelf Registration in accordance with Section 2.1. (b) The Company agrees not to file or cause to be effected any registration of, that the limitation set forth in this paragraph (e)(i) shall not apply to or effect any public sale or distribution of Registrable Securities made in connection with the settlement of a Derivative Security of, its equity securities, or if such limitation would arise solely due to the exercise of Incidental Registration Rights by one or more other Stockholders. (ii) Sprint agrees (A) not to engage in any public sale or distribution of any securities of the same class or series as the Registrable Securities or securities convertible into, into or exchangeable or exercisable forfor such securities, whether for its own account or for the value account of which relates to or is based uponothers, such securities during the ten days (10) day period prior to, and during the 90seventy-five (75) day period beginning onfollowing, the effective date of any underwritten Registration Statement filed pursuant to any public offering of Registrable Securities a Demand hereunder (including any offering of Derivative Securities to the extent the lead book running managing underwriter for such offering advises Sprint in writing that a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities by Sprint other than pursuant to the underwritten public offering contemplated by such registration statement would materially adversely impact such underwritten public offering), but not including the delivery of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative Securities, except as part of such registration and (B) that the Amended FT/DT Agreement and any agreement entered into after May 26underwritten Registration Statement, 1998 or if otherwise permitted hereunder, or pursuant to which Sprint agrees to register or to permit the participation in the registration of any securities of Sprint shall contain a provision under which holders of any such securities agree not to effect any public sale or distribution of any such securities during the periods described in clause (A) above, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(ii) shall not apply to: (w) registrations on Form S-4 or any other registration of shares issued in a mergerS-4, consolidation, acquisition or similar transaction or on Form S-8, S-8 or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities of form), unless the underwriters managing the registered public offering otherwise agree. (c) Notwithstanding the foregoing, neither the Stockholders nor the Company made solely will be subject to the Company's existing stockholders foregoing holdbacks for any period or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan; (x) sales upon exercise or exchange, by the holder thereof, periods in aggregate that are in excess of options, warrants or convertible securities; (y) 150 days during any other agreement to issue equity securities or securities convertible into, or exchangeable or exercisable for, such securities in effect on the date the Selling Stockholders deliver the applicable request for registration to Sprint pursuant to Section 2 or Section 3; and (z) any employee benefit plan (if necessary to allow such plan to fulfill its funding obligations in the ordinary course)365 day period.

Holdbacks. A. Each Seller with respect to the Individual Property listed on Exhibit T attached hereto owned, directly or indirectly, by such Seller shall fund from its respective share of the proceeds of the Closing into an escrow account (the "Rent Increase Escrow") held by said Escrowee, the amount in the column entitled "Amount of Holdback" shown on Exhibit T. On each applicable Test Date (as shown on Exhibit T), Escrowee shall disburse the amount of the applicable holdback as follows: (i) If Sprint shall file a Registration Statement pursuant With respect to Section 2 or covered by Section 3 in connection with an underwritten public offering by a Selling Stockholder of Derivative Securities or Registrable Securities the Shangri La Property and the lead managing underwriter or underwriters advise Sprint in writing (in which case Sprint shall promptly notify the Stockholders) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities other than pursuant Sixth Avenue Property, to the underwritten public offering contemplated by such Registration Statement would materially adversely impact such underwritten public offeringapplicable Sellers, then each Stockholder agrees an amount equal to (1) the extent product of (a) the number of executed permanent manufactured home leases in effect as of the Test Date (not inconsistent with to exceed the applicable law, to refrain from effecting any public sale or distribution of Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the ninety day period beginning on, the effective date of such Registration Statement or such shorter period as may be requested by such underwriters, except as part of such underwritten public offering, in each case including a sale pursuant to Rule 144; provided, that the limitation number set forth in this paragraph the column titled "# Sites" on Exhibit T) having a term of no less than twelve (e)(i12) months, (b) the monthly rental increase over the existing monthly rental applicable to each such lease (but in no event more than the applicable amount set forth in the "Site Rent" column on Exhibit T), and (c) twelve (12) months; divided by (2) the applicable Cap Rate Net of Defeasance shown on Exhibit T. The balance of the Amount of Holdback shall not apply be disbursed to any public sale or distribution of Registrable Securities made in connection with the settlement of a Derivative Security or if such limitation would arise solely due to the exercise of Incidental Registration Rights by one or more other StockholdersPurchaser. (ii) Sprint agrees With respect to the Cactus Gardens Property, Desert Paradise Property, ▇▇▇▇ ▇▇▇▇▇ Property, Goose Creek Property and Waterway RV Property, (A1) the product of (a) the number of executed permanent recreational vehicle site leases in effect as of the Test Date (not to engage in any public sale or distribution of any securities of exceed the same class or series as the Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to any public offering of Registrable Securities (including any offering of Derivative Securities to the extent the lead book running managing underwriter for such offering advises Sprint in writing that a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities by Sprint other than pursuant to the underwritten public offering contemplated by such registration statement would materially adversely impact such underwritten public offering), but not including the delivery of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative Securities, except as part of such registration and (B) that the Amended FT/DT Agreement and any agreement entered into after May 26, 1998 pursuant to which Sprint agrees to register or to permit the participation in the registration of any securities of Sprint shall contain a provision under which holders of any such securities agree not to effect any public sale or distribution of any such securities during the periods described in clause (A) above, in each case including a sale pursuant to Rule 144; provided, that the limitation applicable number set forth in this paragraph the column titled "# Sites" on Exhibit T) for the following season, and (e)(iib) shall not apply to: the seasonal rental increase over the existing seasonal applicable to each such lease (wbut in no event more than the applicable amount set forth in the "Site Rent" column on Exhibit T) registrations divided by (2) the applicable Cap Rate Net of Defeasance shown on Form S-4 or any other registration of shares issued in a merger, consolidation, acquisition or similar transaction or on Form S-8, or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities Exhibit T. The balance of the Company made solely Amount of Holdback shall be disbursed to Purchaser. The parties agree to deliver notice of the rental increases set forth on the column titled "Site Rent" to the Company's existing stockholders tenants at each applicable Individual Property at the time required in order to have the rental increase in effect as of the applicable Test Date. B. Each Seller with respect to the Individual Property listed on Exhibit X attached hereto owned, directly or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan; (x) sales upon exercise or exchangeindirectly, by such Seller shall fund from its respective share of the holder thereofproceeds of the Closing into an escrow account (the "Rental Home Escrow") held by Escrowee an amount equal to the "Amount of Holdback" shown on said Exhibit X. On April 1, 2004 (the (1) the product of (a) the number (not to exceed the number listed under the column "# Sites" on Exhibit X) of executed seasonal rental home agreements existing on the Rental Home Test Date which are for a term of no less than three (3) months (provided that up to 50% of the number of sites may be subject to one or more agreements which provide for a term of not less than three (3) months in the aggregate), and for which the tenant is in occupancy with rental paid in advance for the entire season (the "Rental Home Agreement") and (b) the applicable full seasonal rental amount for each Rental Home Agreement (not to exceed the amount listed under the column "Site Rent" on Exhibit X); divided by (2) the applicable Cap Rate Net of Defeasance shown on Exhibit X. The balance, if any, of options, warrants or convertible securities; (y) any other agreement the Amount of Holdback shall be paid to issue equity securities or securities convertible into, or exchangeable or exercisable for, such securities in effect Purchaser on the date Rental Home Test Date. Purchaser shall use commercially reasonable efforts to lease the Selling Stockholders deliver the unleased rental homes at lease rates and other lease terms which are consistent with those then in place at each applicable request for registration to Sprint pursuant to Section 2 or Section 3; and (z) any employee benefit plan (if necessary to allow such plan to fulfill its funding obligations in the ordinary course).Individual Property. [Signature Page Follows]

Holdbacks. (i) If Sprint shall file Each portion of the purchase amount payable by TRITON for a Registration Statement Contract which it is agreed is to be retained by TRITON pursuant to Section 2 or covered by Section 3 Paragraph 3, is to be held, administered and distributed as provided in connection with an underwritten public offering by a Selling Stockholder of Derivative Securities or Registrable Securities and the lead managing underwriter or underwriters advise Sprint in writing (in which case Sprint shall promptly notify the Stockholders) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities other than pursuant Packet subject to the underwritten public offering contemplated by such Registration Statement would materially adversely impact such underwritten public offeringfollowing: a. TRITON may, then each Stockholder agrees at its option and without any obligation to the extent not inconsistent with applicable lawdo so, without notice to refrain from effecting DEALER, apply any public sale or distribution of Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the ninety day period beginning on, the effective date portion of such Registration Statement amount to DEALER's obligations from time to time arising under this agreement or such shorter period as may be requested by such underwriters, except as part of such underwritten public offering, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(i) shall not apply any other agreement between TRITON and DEALER and/or to any public sale or distribution amount due TRITON under any Contract purchased by TRITON hereunder, it being understood both that TRITON need not purchase any other available remedies to mitigate TRITON's related loss prior to such application and that TRITON's right to apply amounts pursuant hereto is cumulative of Registrable Securities made every other right of TRITON in connection with the settlement subject event; and b. At such time as the applicable Contract has terminated and TRITON has received all amounts due TRITON thereunder TRITON shall pay DEALER any remaining balance of a Derivative Security or if such limitation would arise solely due holdback amounts held relative to the exercise Contract. It is the intent of Incidental Registration Rights by one TRITON and DEALER that DEALER shall have no right, title or more other Stockholders. (ii) Sprint agrees (A) not to engage interest in any public sale or distribution of amount retained by TRITON in accordance with this paragraph until the right to receive such amount has vested in DEALER as provided above. Notwithstanding such intent, if DEALER shall be deemed by a court to have a vested interest in any securities of the same class or series as the Registrable Securities or securities convertible intosuch amount, or exchangeable or exercisable for, or the value of which relates TRITON shall be deemed to or is based upon, such securities during the ten days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to any public offering of Registrable Securities (including any offering of Derivative Securities to the extent the lead book running managing underwriter for such offering advises Sprint in writing that have been granted a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities by Sprint other than security interest therein pursuant to the underwritten public offering Uniform Commercial Code for the purposes of securing TRITON's receipt of amounts against which application is contemplated by such registration statement would materially adversely impact such underwritten public offering), but not including the delivery of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative Securities, except as part of such registration and (B) that the Amended FT/DT Agreement and any agreement entered into after May 26, 1998 pursuant to which Sprint agrees this paragraph. Amounts retained hereunder shall not bear interest. TRITON may in its discretion and without any obligation to register or DEALER pay DEALER from time to permit time any portion of the participation in holdback amounts then retained. TRITON will render to DEALER within a reasonable time after demand at reasonable intervals an accounting of all additions to and deductions from holdback amounts since the registration of any securities of Sprint shall contain a provision last such accounting. Amounts retained under which holders of any such securities agree not to effect any public sale or distribution of any such securities during the periods described in clause (A) above, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(ii) shall need not apply to: (w) registrations be kept separate from TRITON's other funds and may be set upon on Form S-4 TRITON's books as a liability, contingent or any other registration of shares issued in a merger, consolidation, acquisition or similar transaction or on Form S-8otherwise, or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities of the Company made solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or such other employee benefit plan; (x) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (y) any other agreement to issue equity securities or securities convertible into, or exchangeable or exercisable for, such securities in effect on the date the Selling Stockholders deliver the applicable request for registration to Sprint pursuant to Section 2 or Section 3; and (z) any employee benefit plan (if necessary to allow such plan to fulfill its funding obligations in the ordinary course)manner as TRITON shall deem appropriate.

Holdbacks. (ia) If Sprint shall file a Registration Statement pursuant to Section 2 or covered The Holder agrees, upon request by Section 3 the Company in connection with an underwritten public offering by a Selling Stockholder of Derivative Securities or Registrable Securities and the lead managing underwriter or underwriters advise Sprint in writing (in which case Sprint shall promptly notify the Stockholders) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities other than pursuant to the underwritten public offering contemplated by such Registration Statement would materially adversely impact such any underwritten public offering, then each Stockholder agrees to execute a customary "holdback" agreement in the extent form requested by the managing underwriter for such offering, for a period not inconsistent with applicable law, to refrain from effecting any public sale or distribution of Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten exceed 180 days prior to, and during the ninety day period beginning on, following the effective date of such Registration Statement or such shorter period as may be requested by such underwriters, except as part of such underwritten public offering, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(i) shall not apply to any public sale or distribution of Registrable Securities made in connection with the settlement of a Derivative Security or if such limitation would arise solely due to the exercise of Incidental Registration Rights by one or more other Stockholdersregistration statement. (iib) Sprint agrees (A) not to engage in any public sale or distribution of any securities of the same class or series as the Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to any public offering of Registrable Securities (including any offering of Derivative Securities Subject to the extent the lead book running managing underwriter for such offering advises Sprint in writing that a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act) last sentence of Registrable Securities by Sprint other than pursuant to the underwritten public offering contemplated by such registration statement would materially adversely impact such underwritten public offeringthis Section 2.4(b), but not including the delivery of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative Securities, except as part of such registration and (B) that the Amended FT/DT Agreement and any agreement entered into after May 26, 1998 pursuant to which Sprint each Holder agrees to register or to permit the participation in the registration of any securities of Sprint shall contain a provision under which holders of any such securities agree not to effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities securities, during the periods described in clause (A) aboveten days prior to and 75 day period beginning on the effective date of any underwritten public offering of Common Stock for the account of the Company or for the account of others, in each case including a which is not in violation of Section 2.4(b) below (except as part of such underwritten registration, if permitted by Section 2.2 or otherwise permitted), unless the underwriters managing the registered public offering otherwise agree and such sale pursuant or distribution otherwise complies with Regulation M of the Securities Exchange Act. (c) The Company agrees not to Rule 144; provided, that the limitation set forth in this paragraph (e)(ii) shall not apply to: (w) registrations on Form S-4 file or cause to be effected any other registration of shares issued in a merger, consolidation, acquisition or similar transaction effect any public sale or on Form S-8distribution of its equity securities, or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities of the Company made solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan; (x) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (y) any other agreement to issue equity securities or securities convertible into, into or exchangeable or exercisable forfor such securities, such securities in effect whether for its own account or for the account of others, during the ten days prior to and the 75 day period beginning on the effective date the Selling Stockholders deliver the applicable request for registration to Sprint of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration, if otherwise permitted, or pursuant to Section 2 registration on Form S-4 (but not with respect to resales), Form S-8 or Section 3; and any successor form), unless the underwriters managing the registered public offering otherwise agree. (zd) Notwithstanding the foregoing, neither the Holders nor the Company will be subject to the foregoing holdbacks for any employee benefit plan (if necessary to allow such plan to fulfill its funding obligations period or periods in the ordinary course)aggregate that are in excess of 150 days during any 365 day period.

Holdbacks. The Fees shall be allocated among the Deliverables as set forth in Exhibit A (Statement of Work). The amount allocated to each Deliverable need not be the same, provided, however, all allocated amounts must aggregate to equal the Fees. Ninety percent (90%) of each amount due and payable for each Deliverable will be made by County for the Deliverable. The remaining ten percent (10%) of the cumulative amounts invoiced (“Holdback Amount”) will be payable upon Final Acceptance of the Solution, subject to adjustment for any amounts arising under this Agreement owed to County by Contractor. All amounts invoiced by Contractor for Services shall be subject to the Holdback Amount. The Holdback Amount will be payable to Contractor based upon County’s approval of the applicable Deliverable, as set forth in Exhibit A (Statement of Work). County will hold back ten percent (10%) of the amount of each invoice submitted by Contractor under this Agreement and approved by County pursuant to Sub- paragraph 7.7 (Invoices and Payments). With respect to (i) If Sprint the work completed and delivered by Contractor prior to Final Acceptance in accordance with the project plan, the cumulative amount of such holdbacks shall file a Registration Statement pursuant be due and payable to Section 2 Contractor upon Final Acceptance, and (ii) the work completed and delivered by Contractor via Change Notice (as defined in Sub-paragraph 13.2 of this Agreement) or covered amendment following Final Acceptance, the cumulative amount of the applicable holdbacks shall be due and payable to Contractor upon County’s Acceptance of such work, all subject to adjustment of any amounts arising under this Agreement owed to County by Section 3 in connection with an underwritten public offering by a Selling Stockholder of Derivative Securities or Registrable Securities and the lead managing underwriter or underwriters advise Sprint in writing (in which case Sprint shall promptly notify the Stockholders) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities other than pursuant to the underwritten public offering contemplated by such Registration Statement would materially adversely impact such underwritten public offeringContractor, then each Stockholder agrees to the extent including, but not inconsistent with applicable law, to refrain from effecting any public sale or distribution of Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior limited to, any amount arising from Sub-paragraph 7.9 (Invoice Discrepancies), and during the ninety day period beginning on, the effective date any partial termination of such Registration Statement any task or such shorter period as may be requested by such underwriters, except as part of such underwritten public offering, in each case including a sale pursuant to Rule 144; provided, that the limitation Deliverable set forth in Exhibit A (Statement of Work) provided herein. Notwithstanding the foregoing in this Sub-paragraph 7.6 (e)(i) shall not apply to any public sale or distribution of Registrable Securities made in connection with the settlement of a Derivative Security or if such limitation would arise solely due to the exercise of Incidental Registration Rights by one or more other Stockholders. (ii) Sprint agrees (A) not to engage in any public sale or distribution of any securities of the same class or series as the Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to any public offering of Registrable Securities (including any offering of Derivative Securities to the extent the lead book running managing underwriter for such offering advises Sprint in writing that a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities by Sprint other than pursuant to the underwritten public offering contemplated by such registration statement would materially adversely impact such underwritten public offeringHoldbacks), but not including where the delivery Statement of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative SecuritiesWork provides, except as part of such registration there shall be no Holdback Amounts applicable and (B) that the Amended FT/DT Agreement and any agreement entered into after May 26, 1998 pursuant to which Sprint agrees to register or to permit the participation in the registration of any securities of Sprint shall contain a provision under which holders of any such securities agree not to effect any public sale or distribution of any such securities during the periods described in clause (A) above, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(ii) shall not apply to: (w) registrations on Form S-4 or any other registration of shares issued in a merger, consolidation, acquisition or similar transaction or on Form S-8, or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities of the Company made solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan; (x) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (y) any other agreement to issue equity securities or securities convertible into, or exchangeable or exercisable for, such securities in effect on the date the Selling Stockholders deliver the applicable request for registration to Sprint pursuant to Section 2 or Section 3; and (z) any employee benefit plan (if necessary to allow such plan to fulfill its funding obligations in the ordinary course)no fees held back pending Final Acceptance.