Common use of Blackout Periods Clause in Contracts

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have If (i) within five (5) Business Days following the right to delay exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of a the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or 3 hereof during no more than two (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) periods aggregating to not more than one hundred and twenty the Company so notifies such Holder of such determination (120in the case of clause (ii) days in any twelve-month period above) (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that . Any such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, shall contain a general statement of the reasons for such postponement or restriction on use and an approximation estimate of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC The Company shall (subject to there being no other Blackout perioda) promptly notify the Holders Holder making a Demand of the expiration or earlier termination of such Blackout Period and shall (b) use its reasonable best efforts to prepare and file with effect the SEC the requisite Demand Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterafter the end of the Blackout Period.

Blackout Periods. CRIC (a) With respect to any Registration Statement, or amendment or supplement thereto, whether filed or to be filed pursuant to this Agreement, if the General Counsel of the Issuer shall have determine, in his or her good faith judgment, that to maintain the right to delay the filing or effectiveness of such Registration Statement or file an amendment or supplement thereto (or, if no Registration Statement has yet been filed, to file such a Registration Statement required pursuant to Section 2 Statement) would (i) require the public disclosure of material non-public information concerning any transaction or 3 hereof during no more than two negotiations involving the Issuer or any of its consolidated subsidiaries that would materially interfere with such transaction or negotiations, (2ii) periods aggregating to not more than one hundred require the public disclosure of material non-public information concerning the Issuer at a time when its directors and twenty executive officers are restricted from trading in the Issuer’s securities or (120iii) days in any twelve-month otherwise materially interfere with financing plans, acquisition activities or business activities of the Issuer (a “Disadvantageous Condition”), the Issuer may, for the shortest period reasonably practicable (each, a “Blackout Period”), and in any event for not more than 60 consecutive days, notify the event Lead Holder and the other Holders whose sales of Registrable Securities are covered (or to be covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (ior will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have sold its Registrable Shares (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) CRIC wouldand the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, then the Issuer shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such shares. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, the Issuer shall as promptly as reasonably practicable notify the Lead Holder and such other Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. If a Blackout Period occurs during the Effectiveness Period of any Demand Registration Statement, the Effectiveness End Date in respect of such Registration Statement shall be extended for a number of days equal to the total number of days during which the distribution of Registrable Shares included in such Registration Statement was suspended under this Section 2.05(a). The Issuer shall not impose, in any 360 calender day period, Blackout Periods lasting, in the good faith judgment aggregate, in excess of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter120 calendar days.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 2.2 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board board of Directorsdirectors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Company shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC ASTI shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC ASTI would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus material non-public information that ASTI has a bona fide business purpose for preserving as confidential and that is not otherwise then required by law to be publicly disclosed and disclosed, (ii) ASTI determines that the prospectus requires amendment or supplement due to the happening of any event that comes to the attention of ASTI and as a result of which the prospectus would contain an untrue statement of a material fact or 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 or (iii) in the good faith judgment of CRICASTI’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosuredisclosure of material non-public information, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICASTI; provided, however, that (A) a Holder Selling Shareholder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC ASTI shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICASTI. CRIC ASTI shall promptly give the Holders Selling Shareholder written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the material non-public information that was the reason for such Blackout Period) and without any further request from any HolderSelling Shareholder, CRIC ASTI shall (subject to there being no other Blackout period) promptly notify the Holders Selling Shareholder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC Notwithstanding anything in Section 5.1 to the contrary, the Company shall have the right be entitled to postpone and delay the filing or effectiveness (but not the preparation) of a Registration Statement required pursuant to Section 2 any registration statement or 3 hereof during the offer or sale of any Registrable Shares thereunder (i) for reasonable periods of time in advance of the release of the Company’s quarterly and annual financial results and (ii) for reasonable periods of time, not in excess of an aggregate of sixty (60) calendar days in any twelve (12)-month period and in no event more than two (2) periods aggregating to not more than one hundred and twenty (120) days times in any twelve-month twelve (12)-month period (eachany such postponement and delay permitted by this Section 5.2 being, a “Blackout Period”), if (A) the Conflicts Committee determines in the event that (i) CRIC would, in the its good faith judgment that any such filing or effectiveness of CRIC’s Board a registration statement or the offering or sale of Directorsany Registrable Shares thereunder would (1) materially impede, be required to disclose in the prospectus information not materially delay or otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, pending or proposed material acquisition, merger, disposition of assetsdisposition, corporate reorganization or other similar material transaction involving the Company as to which the Company has taken substantial steps and is proceeding with reasonable diligence to effect, (2) materially adversely affect any registered underwritten public offering of the Company’s securities for the Company’s account as to which the Company has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or negotiations involving CRIC(3) require disclosure of material non-public information which, in the reasonable discretion of the Board, acting in good faith, would have a material adverse effect on the business, operations or management of the Company or any of its Affiliates if disclosed at such time or (B) the Conflicts Committee determines in its good faith judgment that it is necessary to amend or supplement the affected registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that (A) a Holder the Company shall be entitled, at any time after receiving give written notice to each Amneal Group Member that holds Registrable Shares of its determination to postpone or delay the filing of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one registration statement or other imposition of the permitted Demand Registrations and (B) CRIC shall delay during such a Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, and a general statement of the reasons reason for such postponement deferral and an approximation of the anticipated delay. After ; provided, further, that in the expiration event that the Company proposes to register shares of Class A Common Stock (other than in connection with a registered underwritten public offering of the Company’s securities for the Company’s account) during a Blackout Period, the Company shall not pursuant to this Section 5.2 be entitled to postpone or delay the filing or effectiveness of any Blackout Period (including upon public disclosure registration statement or the offer or sale of the information that was the reason for any Registrable Shares during such Blackout Period. Upon notice by the Company to Amneal Group of any such determination, each Amneal Group Member shall, except as required by applicable Law, keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any shares of Class A Common Stock pursuant to the registration statement for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and without promptly halt any further request from use, publication, dissemination or distribution of any Holderprospectus or prospectus supplement covering such Registrable Shares for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, CRIC if so directed by the Company, shall deliver to the Company any copies then in its possession of any such prospectus or prospectus supplement. A deferral of the filing or effectiveness of a registration statement or other imposition of a Blackout Period pursuant to this Section 5.2 shall be lifted as soon as practicable (subject to there being and in no other Blackout event later than the 46th calendar day in any 12-month period), and the Company shall promptly (and in any event within five (5) promptly Business Days) notify each Amneal Group Member, upon the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements circumstances giving rise to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterBlackout Period no longer being present.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 Section 2.3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-consecutive twelve (12) month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, provided that (A) a Requesting Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The chief executive officer of the Company shall promptly give the applicable Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including including, if required, upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holderthe Holders, CRIC the Company shall (subject to there being no other Blackout periodPeriod) promptly notify the applicable Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC Notwithstanding anything to the contrary contained in this Agreement, upon notice to Holders, the Company shall be entitled to suspend its obligation to file any Shelf Registration Statement, file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement, make any other filing with the SEC not otherwise required to be filed, cause any Shelf Registration Statement or other filing with the SEC to become or remain effective or suspend the use of the Prospectus included in any Shelf Registration Statement in the event that and for a period of time (provided, that the Company and the Guarantors shall have the right used their commercially reasonable best efforts to delay the filing or effectiveness of a file such Shelf Registration Statement required pursuant or cause such Shelf Registration Statement to Section 2 or 3 hereof during no more than two be declared effective, as applicable) (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), ) not to exceed more than 60 consecutive days or an aggregate of 90 days in any 12-month period if the event board of directors of the Company determines in good faith that (i) CRIC wouldthe disclosure of an event, in the good faith judgment of CRIC’s Board of Directors, occurrence or other item at such time (that would not otherwise be required to disclose be disclosed) required to be disclosed in the prospectus information not otherwise then required by law Prospectus or Shelf Registration Statement to permit the use thereof could reasonably be publicly disclosed expected to have a material adverse effect on the business, operations or prospects of the Company and the Guarantors, taken as a whole, (ii) in the good faith judgment of CRIC’s Board of Directors, there is disclosure otherwise relates to a reasonable likelihood that such disclosure, material corporate development or other business transaction (including any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, offering, acquisition, merger, disposition of assets, corporate reorganization or other material transaction significant transaction) involving the Company or negotiations involving CRIC; providedany of its direct or indirect subsidiaries which has not been publicly disclosed (and is not otherwise required to be disclosed), however, that (A) a Holder shall disclosure of which would be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant materially adverse to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give Company’s interests or (iii) changes in the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or related prospectus are required so that, as of such amendments or supplements to date, such Registration Statement or prospectus used in connection therewith as may be does not include an untrue statement of material fact or omit to state a material fact necessary to cause make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (provided, that nothing in this clause (iii) shall relieve the Company of its obligation to promptly update any such Registration Statement document to become effective as promptly as practicable thereafterthe extent provided elsewhere in this Agreement).

Blackout Periods. CRIC shall have The Company may suspend the right to delay the filing Holders' sale or effectiveness transfer of Registrable Securities under a Registration Statement required pursuant if the Company shall furnish to Section 2 or 3 hereof during no more than two the Holders a certificate (2the "Grace Period Notice") periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in signed by the event Chief Executive Officer of the Company stating that (i) CRIC would, in the good faith judgment of CRIC’s the Board of Directors, Directors of the Company it would be required seriously detrimental to disclose in the prospectus information Company or its stockholders for such sales or transfers not otherwise then required by law to be publicly disclosed and suspended (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC"Grace Period"); provided, however, that the Company shall not so suspend the Holders unless it similarly suspends the sale or transfer of securities by any other holder of securities of the Company whose securities are covered by the same or another Registration Statement (Aexpressly including the holders of securities under the Existing Registration Rights Agreements). In such event, the Company's obligations under this Agreement to seek to have a Registration Statement declared effective or kept effective shall be suspended for a Grace Period not to exceed thirty (30) consecutive days during any ninety (90)-day period; provided, however, that the Company may not exercise this right for more than seventy-five (75) days in any one year period (an "Allowable Grace Period"); provided, further, however, that the Company may not exercise this right unless it also suspends the effectiveness of any other Registration Statement (expressly including the Existing Registration Statement or any other Registration Statement of the Company with respect to the securities of the Company covered by the Existing Registration Rights Agreements) for the same amount of time. Subject to the similar suspension of all other holders of securities of the Company whose securities are covered by the same or another Registration Statement, each Holder agrees that, upon receipt of any notice from the Company of a Grace Period Notice, such Holder shall be entitled, at immediately discontinue disposition of its Registrable Securities pursuant to any time after receiving notice of Registration Statement(s) covering such delay and before Registrable Securities until such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one Holder's receipt of the permitted Demand Registrations and (Bcopies of the supplemented or amended prospectus contemplated by Section 4(e) CRIC hereof or receipt of notice from the Company that no such supplement or amendment is required. During any Grace Period during which the Registrable Securities are suspended from trading, then no other Registration Statements shall delay be declared effective. Similarly, during such Blackout any Grace Period during which the filing or effectiveness of any Registration Statement required pursuant to covering the registration rights of Registrable Securities is suspended, then trading under any other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may shall be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersimilarly suspended.

Blackout Periods. CRIC shall have Notwithstanding anything to the right contrary contained herein (other than as set forth in Section 2.1 hereof), for a period not to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and exceed twenty (12020) consecutive calendar days and not to exceed sixty (60) calendar days in any twelve-month period (each, each a “Blackout Black Out Period”), provided that there must be an interim period of at least sixty (60) consecutive days between the end of one Black Out Period and the beginning of another Black Out Period, the Company will not be required to file any registration statement pursuant to this Agreement, file any amendment thereto, furnish any supplement to a prospectus included in a registration statement pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the event that SEC required pursuant to this Agreement, cause any registration statement or other filing with the SEC to become effective, or take any similar action, and any and all sales of Registrable Securities by the Investors pursuant to an effective registration statement shall be suspended: (i) CRIC if an event has occurred and is continuing as a result of which any such registration statement or prospectus would, in the Company’s reasonable judgment based on advice of outside counsel to the Company, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) if the Company notifies the Investors that such actions would, in the good faith judgment of CRIC’s Board outside counsel to the Company, require the disclosure of Directors, material non-public information which the Company has a bona fide business purpose for preserving as confidential and which the Company would not otherwise be required to disclose or (iii) if the Company notifies the Investors that, in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the Company’s good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection (after consultation with the prospectusCompany’s proposed managing underwriter, would materially and adversely affect initial purchaser or interfere with any significant financingoutside financial advisor), acquisitionit is necessary to suspend sales of Registrable Securities by the Investors, mergerto facilitate a pending or proposed public or Rule 144A offering by the Company or Common Stock or Common Stock Equivalents, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that the Company (AX) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be able to exercise any rights under this clause (iii) during the first three (3) months following the date hereof, and (Y) shall only be able to use its blocking rights under this clause (iii) for a period not to exceed 15 consecutive days and not more than two times in any twelve month period. Upon the termination of the condition described in clauses (i), (ii) or (iii) of above, the Company shall promptly give written notice to the Investors and shall promptly file any registration statement or amendment thereto required to be filed by it pursuant to this Agreement, furnish any prospectus supplement or amendment required to be furnished pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the SEC required of it or terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as one contemplated by this Agreement. If the Company does not take the foregoing action as required to permit the Investors to sell the Registrable Securities upon the end of the permitted Demand Registrations and (B) CRIC relevant Black Out Period, the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant pay to the registration rights Investors the Delay Fee for the number of other holders of any securities of CRIC. CRIC shall promptly give days that the Holders written notice of such determination containing, Investors are unable to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersell Registrable Securities.

Blackout Periods. CRIC E-House shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 Sections 2.1 or 3 2.2 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC E-House would, in the good faith judgment of CRICE-House’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICE-House’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICE-House; provided, however, that (A) a the Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC E-House shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICE-House. CRIC E-House shall promptly give the Holders Holder written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any the Holder, CRIC E-House shall (subject to there being no other Blackout period) promptly notify the Holders Holder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC (a) The Company shall have the right be entitled to postpone and delay the filing or effectiveness registration of Registrable Securities and may require that Holders immediately cease sales of shares pursuant to a Registration Statement required (a "BLACKOUT PERIOD") if (i) the Company is engaged or has publicly announced plans to engage, within 30 days of the time of the request, in a registered public offering in which the Holders may include Registrable Securities pursuant to Section 2 6 hereof, or 3 hereof during no more than two (2ii) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC such registration would, in the good faith judgment of CRIC’s the Board of DirectorsDirectors of the Company, be required require a disclosure in the Registration Statement of material non-public information in connection with a pending merger, reorganization, consolidation, or acquisition or disposition of assets that the Company is not otherwise obligated to disclose in and that would be materially detrimental to the prospectus information not otherwise then required by law Company (a "VALID BUSINESS REASON"), PROVIDED, HOWEVER, that: (i) the Company shall use reasonable best efforts to be publicly disclosed and minimize the length of any such period of delays or suspension, (ii) the Company shall not be permitted to so delay or suspend the Registration Statement for a period of more than 120 days in any 12 month period or for any longer than such Valid Business Reason Exists, (iii) once a Registration Statement has been filed prior to the good faith judgment giving of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action notice the Company may cause such Registration Statement to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; providedwithdrawn, however, that (A) a Holder shall be entitled, at once any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, the Company may not cause its effectiveness to withdraw be terminated and the Company may not postpone amending or supplementing such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations Statement and (Biv) CRIC if the Company shall delay during such Blackout Period the filing give any notice of postponement or effectiveness withdrawal of any Registration Statement required Statement, the Company shall not, during the period of postponement or withdrawal, register any capital stock of the Company, other than pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement on Form S-4 or such amendments S-8 (or supplements to such Registration Statement or prospectus used an equivalent registration form then in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftereffect).

Blackout Periods. CRIC shall have If (A) within five (5) Business Days following the right to delay exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from a Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (B) following the exercise by a Holder of a Demand but before the effectiveness of the Registration Statement, (i) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an "Uncontrolled Event"), (ii) in the reasonable judgment of the Board of Directors of the Company the filing or seeking the effectiveness of a the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (iii) the Company promptly so notifies the Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or 3 hereof during no more than two (2y) periods aggregating elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to not more than exceed one hundred and twenty (120) days in any twelve-month period after the date that (each, a “Blackout Period”), 1) the Demand was made (in the event that (i) CRIC would, in the good faith judgment case of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that an clause (A) a above) or (2) the Company so notifies the Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one determination (in the case of the permitted Demand Registrations and clause (B) CRIC shall delay during above) (each a "Blackout Period"). Any such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, shall contain a general statement of the reasons for such postponement or restriction on use and an approximation estimate of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC The Company shall (subject to there being no other Blackout perioda) promptly notify such Holder of the Holders expiration or earlier termination of such Blackout Period and shall (b) use its it reasonable best efforts to prepare and file with effect the SEC the requisite Demand Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterafter the end of the Blackout Period.

Blackout Periods. CRIC shall have the right (a) With respect to delay the filing any Demand Registration Statement, or effectiveness of a Registration Statement required amendment or supplement thereto, filed or to be filed pursuant to Section 2 2.01, if the Board of Directors determines, in its reasonable business judgment, that it would be materially disadvantageous to New DHC or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days any of its Subsidiares, because of the sale of Registerable Shares covered by such Demand Registration Statement or the disclosure of information therein or in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the related prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectusprospectus supplement, would materially and interfere with or otherwise adversely affect or interfere with in any significant financing, material respect any acquisition, merger, disposition of assetsfinancing, corporate reorganization or other material transaction or negotiations development involving CRIC; providedNew DHC or any such Subsidiary (a “Disadvantageous Condition”), howeverNew DHC may, for a reasonable period of time, but not more than the period that the Board of Directors reasonably determines that the Disadvantageous Condition continues to exist (A) a Holder “Blackout Period”), suspend the use or filing of, or the filing of an amendment or supplement to, such Demand Registration Statement. New DHC shall be entitled, at any time after receiving notice of such delay notify the Special Counsel and before the Holders that such Demand Registration Statement becomes effectiveis unavailable for use (or will not be filed as requested) promptly following the determination of a Blackout Period by the Board of Directors. Upon the receipt of any such notice, the Holders shall forthwith discontinue use of the prospectus contained in an effective Demand Registration Statement. When any Disadvantageous Condition shall cease to exist, New DHC shall promptly notify the Special Counsel and each Holder and promptly take any and all actions necessary to permit the Holders to deliver a current prospectus or, in the case where the Demand Registration Statement has not yet been filed, to withdraw such request and, if such request is withdrawn, file such Demand Registration Statement. The Holders shall not count as one cause any director of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing New DHC that is a Series A Preferred Stock Director to recuse himself or effectiveness of herself from any Registration Statement required decision made pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterthis Section 2.04(a).

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of (a) (i) At any time when a Registration Statement required effected pursuant to Section 2 Article I relating to Registrable Securities is effective, upon written notice from the Company to a Holder that the board of directors of the Company (or 3 hereof during no more than two any duly appointed committee thereof) has determined in good faith, with the advice of counsel, that such Holder’s sale of Registrable Securities pursuant to the Registration Statement would be reasonably likely to require disclosure of material non-public information the disclosure of which would not otherwise be required to be disclosed (2) periods aggregating to provided that the Company shall not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose to such Holder any such material non-public information) and would be reasonably likely to have a material adverse effect on the Company or that such sale otherwise might not be in the prospectus information not otherwise then required by law best interests of the Company’s stockholders (an “Information Blackout”), such Holder shall suspend sales of Registrable Securities pursuant to be publicly disclosed such Registration Statement and (ii) in if, while a Registration Request Notice or other registration request is pending pursuant to Article I, the good faith judgment board of CRIC’s Board directors of Directors, there the Company (or any duly appointed committee thereof) determines that an Information Blackout is a reasonable likelihood that such disclosurerequired, or that any other action such filing or the offering of any Registrable Securities would be reasonably likely to be taken in connection with the prospectus, would materially and adversely affect or interfere with delay any significant proposed financing, offer or sale of securities, acquisition, merger, disposition of assetsdisposition, corporate reorganization or other material transaction involving the Company, the Company shall deliver to such Holder a certificate to such effect signed by its Chief Executive Officer or negotiations involving CRICChief Financial Officer, and the Company shall not be required to file a Registration Statement, Prospectus or any amendment or any supplement thereto pursuant to Articles I (a “Registration Delay”); provided, however, that any such suspension or postponement under (Ai) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (Bii) CRIC of this Section 2.4(a) shall delay during such Blackout Period only continue until the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.earliest of:

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2, 3 or 3 4 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Company shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have the right to delay the filing The Company may suspend ComVest's sale or effectiveness transfer of Registrable Securities under a Registration Statement required pursuant if the Company shall furnish to Section 2 or 3 hereof during no more than two ComVest a certificate (2the "Grace Period Notice") periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in signed by the event Chief Executive Officer of the Company stating that (i) CRIC would, in the good faith judgment of CRIC’s the Board of Directors, Directors of the Company it would be required seriously detrimental to disclose in the prospectus information Company or its stockholders for such sales or transfers not otherwise then required by law to be publicly disclosed and suspended (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC"Grace Period"); provided, however, that the Company shall not so suspend ComVest unless it similarly suspends the sale or transfer of securities by any other holder of securities of the Company whose securities are covered by the same or another Registration Statement (A) expressly including holders of securities under the Existing Registration Rights Agreements). In such event, the Company's obligations under this Agreement to seek to have a Holder Registration Statement declared effective or kept effective shall be entitledsuspended for a Grace Period not to exceed thirty (30) consecutive days during any ninety (90)-day period; provided, at however, that the Company may not exercise this right for more than seventy-five (75) days in any time after receiving notice one annual period (an "Allowable Grace Period"); provided, further, however, that the Company may not exercise this right unless it also suspends the effectiveness of such delay and before such Demand any other Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand (expressly including the Existing Registration shall not count as one Statement or any other Registration Statement of the permitted Demand Registrations Company with respect to the securities of the Company covered by the Existing Registration Rights Agreements) for the same amount of time. Subject to the similar suspension of all other holders of securities of the Company whose securities are covered by the same or another Registration Statement, ComVest agrees that, upon receipt of any notice from the Company of a Grace Period Notice, ComVest (and (Bits directors, officers, members and Affiliates) CRIC shall delay immediately discontinue disposition of its Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until ComVest's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e) hereof or receipt of notice from the Company that no such supplement or amendment is required. During any Grace Period during such Blackout which the Registrable Securities are suspended from trading, then no other Registration Statements shall be declared effective. Similarly, during any Grace Period during which the filing or effectiveness of any Registration Statement required pursuant to covering the registration rights of Registrable Securities is suspended, then trading under any other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may shall be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersimilarly suspended.

Blackout Periods. CRIC (a) With respect to any Registration Statement, or amendment or supplement thereto, whether filed or to be filed pursuant to this Agreement, if the General Counsel of the Issuer shall have determine, in its good faith judgment, that to maintain the right to delay the filing or effectiveness of such Registration Statement or file an amendment or supplement thereto (or, if no Registration Statement has yet been filed, to file such a Registration Statement required pursuant to Section 2 Statement) would (i) require the public disclosure of material non-public information concerning any transaction or 3 hereof during no more than two negotiations involving the Issuer or any of its consolidated subsidiaries that would materially interfere with such transaction or negotiations, (2ii) periods aggregating to not more than one hundred require the public disclosure of material non-public information concerning the Issuer at a time when its directors and twenty executive officers are restricted from trading in the Issuer’s securities, or (120iii) days in any twelve-month otherwise materially interfere with material financing plans, acquisition activities or business activities of the Issuer (a “Disadvantageous Condition”), the Issuer may, for the shortest period reasonably practicable (each, a “Blackout Period”), and in any event for not more than 60 consecutive days, notify the event Lead Holder and the other Holders whose sales of Registrable Securities are covered (or to be covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (ior will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice, any Holder shall have sold its Registrable Shares (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) CRIC wouldand the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, then the Issuer shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such shares. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist or, if earlier, the expiration of the Blackout Period, the Issuer shall as promptly as reasonably practicable notify the Lead Holder and such other Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. If a Blackout Period occurs during the Effectiveness Period of any Demand Registration Statement, the Effectiveness End Date in respect of such Registration Statement shall be extended for a number of days equal to the total number of days during which the distribution of Registrable Shares included in such Registration Statement was suspended under this Section 2.05(a). The Issuer shall not impose, in any 360 calendar day period, Blackout Periods lasting, in the good faith judgment aggregate, in excess of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter120 calendar days.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 Section 2.3 hereof during no more than two (2) periods aggregating to not once or for more than one hundred and twenty a total of ninety (12090) days in any twelve-consecutive twelve (12) month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, provided that (A) a Requesting Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the applicable Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including including, if required, upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holderthe Holders, CRIC the Company shall (subject to there being no other Blackout periodPeriod) promptly notify the applicable Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC Ivanhoe shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section Sections 2 or 3 hereof during no more than two three (23) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC Ivanhoe would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus material non-public information that Ivanhoe has a bona fide business purpose for preserving as confidential and that is not otherwise then required by law to be publicly disclosed and disclosed, (ii) Ivanhoe determines that the prospectus requires amendment or supplement due to the happening of any event that comes to the attention of Ivanhoe and as a result of which the prospectus would contain an untrue statement of a material fact or 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 or (iii) in the good faith judgment of CRIC’s Board of DirectorsIvanhoe, there is a reasonable likelihood that such disclosuredisclosure of material non-public information, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICIvanhoe; provided, however, that (A) a Holder Selling Shareholder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is if withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Ivanhoe shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICIvanhoe. CRIC Ivanhoe shall promptly give the Holders Selling Shareholder written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including including, without limitation, upon public disclosure of the material non-public information that was the reason for such Blackout Period) and without any further request from any HolderSelling Shareholder, CRIC Ivanhoe shall (subject to there being no other Blackout period) promptly notify the Holders Selling Shareholder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may Back to Contents be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than Buyer may, by two (2) periods aggregating days prior written notice to not more than one hundred and twenty the Shareholders’ Representative (120) days in any twelve-month period (eacheach such notice, a “Blackout PeriodNotice”), (i) delay the filing of the Registration Statement or a request for acceleration of the effective date or (ii) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to any Registration Statement in the event that (iA) CRIC wouldBuyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Buyer desires to keep confidential for business reasons, if Buyer determines in the good faith judgment of CRIC’s Board of Directors, be required to disclose in that the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in public disclosure requirements imposed on Buyer under the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken Securities Act in connection with the prospectussuch Registration Statement would require at that time disclosure of such activity, would materially and adversely affect or interfere with any significant financingtransaction, acquisition, merger, disposition of assets, corporate reorganization or other material transaction preparations or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of and such delay disclosure could result in imminent and before such Demand Registration Statement becomes effective, material harm to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and Buyer or (B) CRIC shall delay during any other event occurs that makes any statement of a material fact made in such Blackout Period Registration Statement, including any document incorporated by reference therein, untrue or that requires the filing making of any additions or changes in such Registration Statement in order to make the statements therein not misleading. If Buyer suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section 6.5 (d), Buyer shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Buyer to do so, take such actions as may be reasonably necessary to file or reinstate the effectiveness of such Registration Statement and give written notice to all Holders of Registrable Securities authorizing them to resume sales pursuant to such Registration Statement. If as a result thereof the Prospectus included in any Registration Statement required has been amended to comply with the requirements of the Securities Act, Buyer shall enclose such revised Prospectus with the notice to the Shareholders’ Representative given pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give this Section 6.5, and the Holders written notice of such determination containing, to the extent permitted by law, a general statement Registrable Securities shall make no offers or sales of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements shares pursuant to such Registration Statement other than by means of such revised Prospectus. Buyer need not specify the nature of the event giving rise to any delay or prospectus used suspension in connection therewith as may be necessary any notice to cause such Registration Statement to become effective as promptly as practicable thereafterHolders of Registrable Securities.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 2.2 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board board of Directorsdirectors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Company shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter. Notwithstanding anything herein to the contrary, (i) the Priority Period shall automatically be extended by the duration of any Blackout Periods occurring during the Priority Period and, if any Holder has exercised a Demand Registration, thereafter until the completion of the offer of the Registrable Securities covered by any such Demand Registration, and (ii) the Commitment Period shall automatically be extended by the duration of any Blackout Periods occurring during the Commitment Period.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 2.1 or 3 Section 2.3 hereof during no more than two (2) periods aggregating to not more than one one-hundred and twenty (120) days in any twelve-consecutive twelve (12) month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in the good faith judgment of CRICthe Company’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company or any of its subsidiaries; provided, however, provided that (A) a Requesting Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The chief executive officer of the Company shall promptly give the applicable Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and containing an approximation of the anticipated delay. After Unless the Requesting Holders have withdrawn the applicable request for a Demand Registration, after the expiration of any Blackout Period (including including, if required, upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holderthe Holders, CRIC the Company shall (subject to there being no other Blackout periodPeriod) promptly notify the applicable Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC In the event any Holder is unable to sell Registrable Securities under the Registration Statement for more than (A) 15 consecutive Trading Days or (B) an aggregate of 30 Trading Days in any 12 month period ("Suspension Grace Period"), including without limitation by reason of the Company's failure to deliver unlegended shares, any suspension or stop order with respect to the Registration Statement or the fact that an event has occurred as a result of which the prospectus (including any supplements thereto) included in such Registration Statement then in effect includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, or the number of shares of Common Stock covered by the Registration Statement is insufficient at such time to make such sales (any of the foregoing, a "Blackout"), then the Company shall make to each Holder a Monthly Delay Payment for each 30 day period (or portion thereof) from and after the expiration of the Suspension Grace Period. In lieu of receiving the Monthly Delay Payment as provided above, a Holder shall have the right but not the obligation to delay elect to have the filing or effectiveness of Company redeem its Securities at a Registration Statement required pursuant price equal to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the Premium Redemption Price. In the event that (i) CRIC would, any Holder is unable to sell Registrable Securities under the Registration Statement after the Registration Statement is declared effective due to the obligation of the Company to file any post-effective amendment or prospectus supplement thereto solely as a result of any change in the plan of distribution of the Common Stock covered thereby requested by the selling stockholders or of the identity of the selling stockholders thereunder, then such period shall not be counted against the number of days constituting a Blackout provided that the Company acts in good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that effect any such disclosure, amendment or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count supplement as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith soon as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterreasonably possible.

Blackout Periods. CRIC shall have Notwithstanding anything to the right contrary contained herein (other than as set forth in Section 2.1 hereof), for a period not to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and exceed twenty (12020) consecutive calendar days and not to exceed sixty (60) calendar days in any twelve-month period (eacheach a "Black Out Period"), provided that there must be an interim period of at least sixty (60) consecutive days between the end of one Black Out Period and the beginning of another Black Out Period, the Company will not be required to file any registration statement pursuant to this Agreement, file any amendment thereto, furnish any supplement to a “Blackout Period”)prospectus included in a registration statement pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the SEC required pursuant to this Agreement, cause any registration statement or other filing with the SEC to become effective, or take any similar action, and any and all sales of Registrable Securities by the Investors pursuant to an effective registration statement shall be suspended: (i) if an event has occurred and is continuing as a result of which any such registration statement or prospectus would, in the event Company's reasonable judgment based on advice of outside counsel to the Company, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) if the Company notifies the Investors that (i) CRIC such actions would, in the good faith judgment of CRIC’s Board outside counsel to the Company, require the disclosure of Directors, material non-public information which the Company has a bona fide business purpose for preserving as confidential and which the Company would not otherwise be required to disclose or (iii) if the Company notifies the Investors that, in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the Company's good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection (after consultation with the prospectusCompany's proposed managing underwriter, would materially and adversely affect initial purchaser or interfere with any significant financingoutside financial advisor), acquisitionit is necessary to suspend sales of Registrable Securities by the Investors, mergerto facilitate a pending or proposed public or Rule 144A offering by the Company or Common Stock or Common Stock Equivalents, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that the Company (AX) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be able to exercise any rights under this clause (iii) during the first three (3) months following the date hereof, and (Y) shall only be able to use its blocking rights under this clause (iii) for a period not to exceed 15 consecutive days and not more than two times in any twelve month period. Upon the termination of the condition described in clauses (i), (ii) or (iii) of above, the Company shall promptly give written notice to the Investors and shall promptly file any registration statement or amendment thereto required to be filed by it pursuant to this Agreement, furnish any prospectus supplement or amendment required to be furnished pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the SEC required of it or terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as one contemplated by this Agreement. If the Company does not take the foregoing action as required to permit the Investors to sell the Registrable Securities upon the end of the permitted Demand Registrations and (B) CRIC relevant Black Out Period, the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant pay to the registration rights Investors the Delay Fee for the number of other holders of any securities of CRIC. CRIC shall promptly give days that the Holders written notice of such determination containing, Investors are unable to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersell Registrable Securities.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of Notwithstanding anything else in this Section 5, if, at any time during which a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be Prospectus is required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken delivered in connection with the prospectussale of any Covered Security, would materially Company determines in good faith and adversely affect upon the advice of its outside counsel that a development occurred or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, condition existed prior to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights as a result of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to which such Registration Statement or prospectus used the applicable Prospectus contains a material misstatement or omission, or that a material transaction in connection therewith as may which Company is engaged or proposes to engage would require an immediate amendment to such Registration Statement, a supplement to such Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be necessary premature or injurious to cause the consummation of the transaction, Company will immediately notify Xxxxxxxx thereof by telephone and in writing. Upon receipt of such notification, Xxxxxxxx and its affiliates will immediately suspend all offers and sales of any Covered Security pursuant to such Registration Statement. In such event, Company will amend or supplement such Registration Statement to become effective and the applicable Prospectus or make such filings or public disclosures as promptly as practicable thereafterand will take such other steps as may be required to permit sales of the Covered Securities thereunder by Xxxxxxxx and its affiliates in accordance with applicable federal and state securities laws. Company will promptly notify Xxxxxxxx after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of such Registration Statement and the applicable Prospectus (as so amended or supplemented, if applicable) to Xxxxxxxx in accordance with paragraphs (b) and (c) of this Section 5. Notwithstanding the foregoing, (A) under no circumstances shall Company be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(e) and pursuant to any Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC the Company would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRICthe Company’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICthe Company; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Company shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC In the event any Holder is unable to sell Registrable Securities under the Registration Statement for more than (A) 15 consecutive Trading Days or (B) an aggregate of 30 Trading Days in any 12 month period ("SUSPENSION GRACE PERIOD"), including without limitation by reason of the Company's failure to deliver unlegended shares, any suspension or stop order with respect to the Registration Statement or the fact that an event has occurred as a result of which the prospectus (including any supplements thereto) included in such Registration Statement then in effect includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, or the number of shares of Common Stock covered by the Registration Statement is insufficient at such time to make such sales (any of the foregoing, a "BLACKOUT"), then the Company shall make to each Holder a Monthly Delay Payment for each 30 day period (or portion thereof) from and after the expiration of the Suspension Grace Period. In lieu of receiving the Monthly Delay Payment as provided above, a Holder shall have the right but not the obligation to delay elect to have the filing or effectiveness of Company redeem its Securities at a Registration Statement required pursuant price equal to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the Premium Redemption Price. In the event that (i) CRIC would, any Holder is unable to sell Registrable Securities under the Registration Statement after the Effective Date solely due to the obligation of the Company to file any post-effective amendment or prospectus supplement thereto as a result of any change in the plan of distribution of the Common Stock covered thereby requested by the selling stockholders or of the identity of the selling stockholders thereunder, then such period shall not be counted against the number of days constituting a Blackout provided that the Company acts in good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that effect any such disclosure, amendment or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count supplement as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith soon as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterreasonably possible.

Blackout Periods. CRIC shall have (a) With respect to any Demand Registration Statement, or amendment or supplement thereto, filed or to be filed pursuant to Section 2.01 or Section 2.10, if the right Board of Directors determines, in its reasonable business judgment, that such registration would cause the Corporation to delay (A) be unable to comply with requirements under the Securities Act or the Exchange Act or (B) disclose material nonpublic information, which disclosure (x) would be required to be made in any registration statement so that such registration statement would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or required to be made in any prospectus so that such prospectus would not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (y) would not be required to be made at such time but for the filing or effectiveness of such registration statement or prospectus (the “MNPI Disclosure Condition”), the Corporation may, for a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to reasonable period of time, but not more than one hundred and twenty the period that the Board of Directors reasonably determines that the MNPI Disclosure Condition continues to exist (120) days in any twelve-month period (each, a “Blackout Period”), in suspend the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosureuse or filing of, or any other action to be taken in connection with the prospectusfiling of an amendment or supplement to, would materially and adversely affect or interfere with any significant financingsuch Demand Registration Statement, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that the Corporation may determine that a Blackout Period exists only twice during any period of consecutive twelve (A12) a months and each such Blackout Period may not exceed an aggregate of sixty (60) days (which period may not be extended or renewed) during such twelve (12) consecutive month period. The Holders shall cause any director of the Corporation who is designated pursuant to the Consent Agreement or who is an Affiliate of any Holder to recuse himself or herself from any decision made pursuant to this Section 2.04(a). The Corporation shall be entitled, at any time after receiving notice of such delay notify the Special Counsel and before the Holders that such Demand Registration Statement becomes effectiveis unavailable for use (or will not be filed as requested) promptly following the determination of a Blackout Period by the Board of Directors. Upon the receipt of any such written notice, the Holders shall forthwith discontinue use of the prospectus contained in an effective Demand Registration Statement. When any MNPI Disclosure Condition shall cease to exist, the Corporation shall promptly notify the Special Counsel and each Holder in writing and promptly take any and all actions necessary to permit the Holders to deliver a current prospectus or, in the case where the Demand Registration Statement has not yet been filed, to withdraw such request and, if such request is withdrawn, file such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Statement. Each Blackout Period shall be deemed to begin on the filing or effectiveness of any Registration Statement required pursuant date the relevant notice is given to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts be deemed to prepare end on the earlier to occur of (x) the date on which the Corporation gives the Holders a notice that any MNPI Disclosure Condition has ceased to exist and file with (y) the SEC date on which the requisite Registration Statement or number of days during which such amendments or supplements Blackout Period has been in effect exceeds the sixty (60)-day limit referred to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterabove.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in In the event that (i) CRIC wouldany Holder is unable to sell all of its Registrable Securities under the Registration Statement, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that than during (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count Permitted Suspension Period (as one of the permitted Demand Registrations and defined in paragraph 2(f) below) or (B) CRIC shall delay during such Blackout in addition to any Permitted Suspension Period, any Post-Effective Amendment Period the filing or effectiveness (as defined below), including without limitation by reason of any Registration Statement required pursuant suspension or stop order with respect to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or the fact that an event has occurred as a result of which the prospectus (including any supplements to thereto) included in such Registration Statement then in effect includes an untrue statement of material fact or prospectus used in connection therewith as may omits to state a material fact required to be stated therein or necessary to cause such make the statements therein not misleading in light of the circumstances then existing, or the number of shares of Common Stock covered by the Registration Statement is insufficient at such time to become make such sales, but excluding any general suspension of trading of all securities on the market where the Common Stock is traded, then the Company shall pay in cash to each Holder a default payment at the Default Payment Rate times the Aggregate Market Value of the Registrable Securities issuable or issued and then held by such Holder (such number of issuable securities to be calculated without regard to any limitation on the exercise or conversion of the Warrants or any Convertible Securities) for each 30-day period (or portion thereof) from and after the date on which such Holder is unable to sell its Registrable Securities under the Registration Statement (after giving effect to any Permitted Suspension Period) until such Holder is able to sell all of the Registrable Securities under the Registration Statement. For purposes hereof, "POST-EFFECTIVE AMENDMENT PERIOD" shall mean a period, not to exceed thirty (30) consecutive Business Days or ninety (90) calendar days in any twelve month period, that occurs while the Company is ineligible to use Form S-3 and during which the Company is required, on the reasonable advice of its outside counsel, to file a post-effective as promptly as practicable thereafteramendment to the Registration Statement in order to correct or supplement an untrue statement of material fact or an omission to state a material fact required to be stated therein or in the related prospectus or necessary to make the statements therein or in the related prospectus not misleading in light of the circumstances then existing or otherwise to comply with applicable securities laws and regulations.

Blackout Periods. CRIC shall have Subject to the right to delay the filing or effectiveness last sentence of a Registration Statement required pursuant to this Section 2 or 3 hereof during no more than 4.4, Acquiror may, by two (2) periods aggregating days prior written notice to not more than one hundred and twenty (120) days in any twelve-month period all the Holders of Registrable Securities (each, a “Blackout PeriodNotice”), (a) delay the filing of the Registration Statement or a request for acceleration of the effective date for a period not to exceed sixty (60) days, which delay cannot occur more than three times in any one-year period, or (b) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to any Registration Statement in the event that (i) CRIC wouldAcquiror is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Acquiror desires to keep confidential for business reasons, if Acquiror determines in the good faith judgment that the public disclosure requirements imposed on Acquiror under the Securities Act in connection with such Registration Statement would require at that time disclosure of CRIC’s Board of Directorssuch activity, be required transaction, preparations or negotiations and such disclosure could result in imminent and material harm to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and Acquiror or (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action event occurs that makes any statement of a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in such Registration Statement in order to make the statements therein not misleading. If Acquiror suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section 4.4, Acquiror shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Acquiror to do so, take such actions as may be taken in connection with reasonably necessary to file or reinstate the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice effectiveness of such delay and before such Demand Registration Statement becomes effective, and give written notice to withdraw all Holders of Registrable Securities authorizing them to resume sales pursuant to such request and, if such request is withdrawn, such Demand Registration shall not count Statement. If as one of a result thereof the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of Prospectus included in any Registration Statement required has been amended to comply with the requirements of the Securities Act, Acquiror shall enclose such revised Prospectus with the notice to Holders of Registrable Securities given pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give this Section 4.4, and the Holders written notice of such determination containing, to the extent permitted by law, a general statement Registrable Securities shall make no offers or sales of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements shares pursuant to such Registration Statement other than by means of such revised Prospectus. Acquiror need not specify the nature of the event giving rise to any delay or prospectus used suspension in connection therewith as may be necessary any notice to cause such Registration Statement to become effective as promptly as practicable thereafter.Holders of Registrable Securities. Notwithstanding the forgoing, (a) Acquiror will not take any action within the Acquiror’s control and discretion that causes (i) a delay of the filing of

Blackout Periods. CRIC shall have Notwithstanding anything to the right to delay ---------------- contrary contained in this Section 7.3, if Acquiror determines, in its reasonable judgment, that the filing or effectiveness use of a the Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, mergercorporate reorganization, disposition of assets, corporate reorganization or other material transaction involving Acquiror or negotiations involving CRICany of its Affiliates or require Acquiror to disclose matters that otherwise would not be required to be disclosed at such time, then until such time as Acquiror has no further obligation pursuant to the first sentence of Section 7.3(e) hereof, Acquiror may require the suspension by each Selling Shareholder of the distribution of any Acquiror Common Stock registered pursuant to the Registration Statement for a reasonable period of time, but not in excess of 15 consecutive business days (a "Blackout Period"), by giving notice to such Selling Shareholder. Any such notice need not specify the reasons for such suspension if Acquiror determines, in its reasonable good faith judgment, that doing so would adversely affect any such transaction or would result in the disclosure of material non-public information. In the event that such notice is given, then until Acquiror has determined, in its reasonable good faith judgment, that such registration and distribution would no longer have the effect described in the preceding sentence and has given notice thereof to the Selling Shareholders, Acquiror's obligations with respect to the Registration Statement under Section 7.3(b), (c), (d), (e), and (k) will be suspended. In no event, however, may there be more than four Blackout Periods in any period of 12 consecutive calendar months, and the number of days Selling Shareholders are required to suspend distributions of Acquiror Common Stock registered pursuant to the Registration Statement pursuant to Section 7.3(k)(v) may not exceed 45 business days in any period of 12 consecutive calendar months. Acquiror shall give written notice to each Selling Shareholder of the commencement and the termination of any Blackout Period. Each Blackout Period shall begin and end when the applicable notice is given (unless it shall earlier terminate pursuant to the terms thereof); provided, however, that (A) a Holder shall be entitled, at any time after receiving in the event Acquiror does not deliver written notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one the termination of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant prior to the registration rights end of other holders of any securities of CRIC. CRIC the fifteenth business day thereof, Acquiror shall promptly give the Holders written be deemed to have delivered notice of such determination containing, to the extent permitted by law, a general statement commencement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any another Blackout Period (including upon public disclosure of on the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersubsequent business day.

Blackout Periods. CRIC If the Board of Directors shall have determine, in its good faith judgment, that to effect or maintain the right to delay the filing or effectiveness of a the Shelf Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that would (i) CRIC would, in require the good faith judgment public disclosure of CRIC’s Board of Directors, be required to disclose in the prospectus material non-public information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or concerning any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; providedParent or any of its Affiliates that the Board of Directors believes, howeverin good faith, would materially interfere with such transaction or negotiations or (ii) otherwise require premature disclosure of information, in either case that the Board of Directors believes, in good faith, would be significantly disadvantageous to Parent or any of its Affiliates (A) a Holder shall be entitled"Disadvantageous Condition"), at then Parent may, for a period not to exceed 45 calendar days and in any time after receiving notice of event, as to any particular Registrable Securities, for no more than 90 calendar days in the aggregate during the Applicable Effective Period for such delay and before such Demand Registrable Securities, notify those Securityholders who are named in the Shelf Registration Statement becomes effectiveand who have Registrable Securities covered thereby that such registration statement is unavailable for use. Upon the receipt of any such notice, to withdraw such request and, if such request is withdrawn, such Demand Registration the Securityholders shall not count as one forthwith discontinue use of the permitted Demand Registrations and (B) CRIC prospectus contained in the Shelf Registration Statement. Parent shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with Securityholders who are named in the SEC the requisite Shelf Registration Statement or such amendments or supplements and who have Registrable Securities covered thereby when a Disadvantageous Condition shall cease to such exist and the Shelf Registration Statement or prospectus used in connection therewith as may be necessary is again available for use. In the event of a suspension pursuant to cause such this Section 2.03, the Applicable Effective Period of the Shelf Registration Statement shall be extended for a number of days equal to become effective as promptly as practicable thereafterthe total number of days for which the distribution of Registrable Securities included in the Shelf Registration Statement by the Securityholders named in the Shelf Registration Statement has been suspended under this Section 2.03.

Blackout Periods. CRIC The Purchaser shall have the right to delay suspend the filing or effectiveness use of a the prospectus included in any Resale Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) 120 days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRICthe Purchaser’s Board board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directorsdirectors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Purchaser; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay Purchaser delays or suspends during such Blackout Period the filing or effectiveness of any Registration Statement registration statement required pursuant to the registration rights of other holders of any securities of CRICthe Purchaser, or any other shareholder of the Purchaser. CRIC The Purchaser shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC the Purchaser shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such the Resale Registration Statement or prospectus used in connection therewith as may be necessary to cause such Resale Registration Statement (and each prospectus contained therein) to become effective and useable as promptly as practicable thereafterthereafter and to contain no untrue statement of material fact and not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and shall immediately notify the Holders in writing once the Resale Registration Statement (and each prospectus contained therein) has again become effective and useable.

Blackout Periods. CRIC shall have the right PEI will be entitled to delay the filing or effectiveness postpone and/or suspend for a period of a Registration Statement required pursuant time, not to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) exceed 90 days in any twelve-month period (each, a “"Blackout Period”"), in any Additional Selling Period, Performance-Based Selling Period *****, as the event case may be, if PEI reasonably determines that (i) CRIC wouldthe offering of any Eligible Shares by Sellers would impede, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect delay or interfere with any significant financing, offer or sale of securities, acquisition, merger, disposition of assets, corporate reorganization or other material transaction involving PEI or negotiations involving CRICany of its Affiliates, or require disclosure of material information as to which disclosure at that time would not be in the best interest of PEI and its stockholders; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including will earlier terminate upon public disclosure by PEI of such material information or completion or abandonment of such a transaction. Upon notice by PEI to Sellers of such determination, Sellers agree to (a) keep the fact of any such notice strictly confidential, (b) promptly halt any offer, sale, trading or transfer by Sellers of any Eligible Shares for the duration of the information that was the reason for Blackout Period set forth in such Blackout Periodnotice (or until earlier terminated by PEI) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout periodc) promptly notify halt any use, publication, dissemination or distribution of any registration statement, each prospectus included therein, and any amendment or supplement thereto for the Holders duration of the Blackout Period set forth in such notice (or until earlier terminated by PEI). In the event PEI gives such notice, the Additional Selling Period, Performance-Based Selling Period *****, as the case may be, will be extended for a period equal to the lesser of the actual length of the Blackout Period and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be number of days necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersell the applicable Eligible Shares. PEI cannot impose more than two Blackout Periods during any 360-day period and the consecutive cumulative length of any two Blackout Periods will not exceed 150 days. PEI will not impose a Blackout Period during the Initial Selling Period without Sellers' prior consent.

Blackout Periods. CRIC Notwithstanding anything to the contrary contained in this Agreement, upon notice to Holders and Eligible Stockholders, the Company shall be entitled to suspend its obligation to file any Shelf Registration Statement, file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement, make any other filing with the SEC not otherwise required to be filed, cause any Shelf Registration Statement or other filing with the SEC to become or remain effective or suspend the use of the Prospectus included in any Shelf Registration Statement in the event that and for a period of time (provided, that the Company shall have the right used its commercially reasonable best efforts to delay the filing or effectiveness of a file such Shelf Registration Statement required pursuant or cause such Shelf Registration Statement to Section 2 or 3 hereof during no more than two be declared effective, as applicable) (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), ) not to exceed more than 60 consecutive days or an aggregate of 90 days in any 12-month period if the event board of directors of the Company determines in good faith that (i) CRIC wouldthe disclosure of an event, in the good faith judgment of CRIC’s Board of Directors, occurrence or other item at such time (that would not otherwise be required to disclose be disclosed) required to be disclosed in the prospectus information not otherwise then required by law Prospectus or Shelf Registration Statement to permit the use thereof could reasonably be publicly disclosed and expected to have a material adverse effect on the business, operations or prospects of the Company, (ii) in the good faith judgment of CRIC’s Board of Directors, there is disclosure otherwise relates to a reasonable likelihood that such disclosure, material corporate development or other business transaction (including any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, offering, acquisition, merger, disposition of assets, corporate reorganization or other material transaction significant transaction) involving the Company or negotiations involving CRIC; providedany of its direct or indirect subsidiaries which has not been publicly disclosed (and is not otherwise required to be disclosed), however, that (A) a Holder shall disclosure of which would be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant materially adverse to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give Company’s interests or (iii) changes in the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or related prospectus are required so that, as of such amendments or supplements to date, such Registration Statement or prospectus used in connection therewith as may be does not include an untrue statement of material fact or omit to state a material fact necessary to cause make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (provided, that nothing in this clause (iii) shall relive the Company of its obligation to promptly update any such Registration Statement document to become effective as promptly as practicable thereafterthe extent provided elsewhere in this Agreement).

Blackout Periods. CRIC shall have Parent may, by written notice to the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two Securityholder Representative (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (eacheach such notice, a “Blackout PeriodNotice”), (a) delay the filing of the Registration Statement or a request for acceleration of the effective date or (b) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to any Registration Statement in the event that (i) CRIC wouldParent is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Parent desires to keep confidential for business reasons, if Parent determines in the good faith judgment that the public disclosure requirements imposed on Parent under the Securities Act in connection with such Registration Statement would require at that time disclosure of CRIC’s Board of Directorssuch activity, be required transaction, preparations or negotiations and such disclosure could result in imminent and material harm to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and Parent or (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action event occurs that makes any statement of a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in such Registration Statement in order to be taken in connection with make the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICstatements therein not misleading; provided, howeverthat Parent may not postpone the filing of, that (A) a Holder shall be entitledor suspend trading under, at any time after receiving notice of such delay and before such Demand the Registration Statement becomes effectivepursuant to this Section 6.03(d) for more than sixty (60) days in the aggregate during the Registration Period (it being understood and agreed that, during any such postponement or suspension, Parent shall (w) use good faith efforts to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of limit the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness duration of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period or suspension period, (including upon public disclosure of the information that was the reason for such Blackout Periodx) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its commercially reasonable best efforts to prepare and file with the SEC such amendments and supplements to the requisite Registration Statement or any Prospectus as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by Resale Registration Statement, (y) not register any securities for sale by Parent (other than in connection with a Registration Statement on Form S-8) or for resale by any other securityholders and (z) suspend the usage of all other then-effective registration statements and related prospectuses (other than in connection with a Registration Statement on Form S-8 registering securities for sale by Parent)). If Parent suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section 6.03(d), Parent shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Parent to do so, take such amendments actions as may be reasonably necessary to file or supplements reinstate the effectiveness of such Registration Statement and give written notice to the Securityholder Representative authorizing all Holders of Registrable Securities to resume sales pursuant to such Registration Statement. If as a result thereof the Prospectus included in any Registration Statement has been amended to comply with the requirements of the Securities Act, Parent shall enclose such revised Prospectus with the notice to the Securityholder Representative given pursuant to this Section 6.03, and the Holders of Registrable Securities shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised Prospectus. Parent need not specify the nature of the event giving rise to any delay or prospectus used suspension in connection therewith as any notice to Holders of Registrable Securities. For the avoidance of doubt, the restrictions in this paragraph shall be in addition to any normal quarterly blackouts that may be necessary apply to cause directors, officers and employees of Parent following the Closing pursuant to Parent’s xxxxxxx xxxxxxx policies (but only to the extent an Accredited Investor is subject to such Registration Statement to become effective as promptly as practicable thereafterinside trading policies).

Blackout Periods. CRIC Ivanhoe shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section Sections 2 or 3 hereof during no more than two three (23) periods aggregating to not more than one hundred and twenty ninety (12090) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC Ivanhoe would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus material non-public information that Ivanhoe has a bona fide business purpose for preserving as confidential and that is not otherwise then required by law to be publicly disclosed and disclosed, (ii) Ivanhoe determines that the prospectus requires amendment or supplement due to the happening of any event that comes to the attention of Ivanhoe and as a result of which the prospectus would contain an untrue statement of a material fact or 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 or (iii) in the good faith judgment of CRIC’s Board of DirectorsIvanhoe, there is a reasonable likelihood that such disclosuredisclosure of material non-public information, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving CRICIvanhoe; provided, however, that (A) a Holder Selling Shareholder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is if withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Ivanhoe shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRICIvanhoe. CRIC Ivanhoe shall promptly give the Holders Selling Shareholder written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including including, without limitation, upon public disclosure of the material non-public information that was the reason for such Blackout Period) and without any further request from any HolderSelling Shareholder, CRIC Back to Contents Ivanhoe shall (subject to there being no other Blackout period) promptly notify the Holders Selling Shareholder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

Blackout Periods. CRIC shall have Notwithstanding any other provision of this Agreement, Issuer may delay filing a registration statement, and may withhold efforts to cause the registration statement to become effective or to supplement or amend any prospectus, in each such case if Issuer determines in good faith that such filing or efforts would (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by Issuer (whether or not a final decision has been made to undertake such transaction) at the time the right to delay the filing is exercised, or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to involve initial or continuing disclosure obligations that would not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), be in the event that (i) CRIC would, in the good faith judgment best interest of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICIssuer's stockholders; provided, however, that (A) Issuer shall not postpone such filings, supplements, amendments or post-effective amendments for more than an aggregate of 105 days in any twelve month period. In the event Issuer postpones the filing of a registration statement, the Requesting Holder of Registrable Securities requesting registration thereof pursuant to Section 2 shall be entitled, at any time have the right to withdraw the request for registration by giving written notice thereof to Issuer within 10 days after receiving receipt of notice of postponement and, in the event of such delay and before such Demand Registration Statement becomes effectivewithdrawal, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one be counted for purposes of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness requests for registration to which Holders of any Registration Statement required Registrable Securities are entitled pursuant to the registration rights of other holders of any securities of CRICSection 2. CRIC Issuer shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders whose Registrable Securities are included, or are to be included, in such registration statement of Issuer's determination to invoke any such delay, of the general reasons therefor (but not including any material nonpublic information), and shall use its reasonable best efforts to prepare and file with of the SEC approximate time range of the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterdelay.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of Notwithstanding anything else in this Section 5, if, at any time during which a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be Prospectus is required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken delivered in connection with the prospectussale of any Covered Security, Company determines in good faith and upon the advice of its outside counsel that a development occurred or a condition existed prior to effectiveness of the Registration Statement as a result of which the Registration Statement or the Prospectus contains a material misstatement or omission, or that a material transaction in which Company is engaged or proposes to engage would materially and adversely affect require an immediate amendment to the Registration Statement, a supplement to the Prospectus, or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization a filing under the Exchange Act or other public disclosure of material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice information and the disclosure of such delay and before such Demand Registration Statement becomes effective, transaction would be premature or injurious to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one the consummation of the permitted Demand Registrations transaction, Company will immediately notify Xxxxxxxx thereof by telephone and (B) CRIC shall delay during in writing. Upon receipt of such Blackout Period the filing or effectiveness notification, Xxxxxxxx and its affiliates will immediately suspend all offers and sales of any Registration Statement required Covered Security pursuant to the registration rights of other holders of any securities of CRICRegistration Statement. CRIC shall promptly give In such event, Company will amend or supplement the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement and the Prospectus or make such amendments filings or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective public disclosures as promptly as practicable thereafterand will take such other steps as may be required to permit sales of the Covered Securities thereunder by Xxxxxxxx and its affiliates in accordance with applicable federal and state securities laws. Company will promptly notify Xxxxxxxx after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the Registration Statement and the Prospectus (as so amended or supplemented, if applicable) to Xxxxxxxx in accordance with paragraphs (b) and (c) of this Section 5. Notwithstanding the foregoing, (A) under no circumstances shall Company be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(e) and pursuant to the Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period.

Blackout Periods. CRIC shall have Acquiror may, by written notice (which notice need not disclose the right reason for the action) to the Stockholder Representative, (i) delay the filing of the Prospectus Supplement or effectiveness of a (ii) suspend the Registration Statement required and/or require that the Holders of Registrable Securities immediately cease sales of shares pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), the Registration Statement in the event that (i1) CRIC wouldAcquiror is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Acquiror desires to keep confidential for business reasons, if Acquiror determines in the good faith judgment of CRIC’s Board of Directors, be required to disclose in that the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in public disclosure requirements imposed on Acquiror under the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken Securities Act in connection with the prospectusRegistration Statement would require at that time disclosure of such activity, would materially and adversely affect or interfere with any significant financingtransaction, acquisition, merger, disposition of assets, corporate reorganization or other material transaction preparations or negotiations involving CRICand such disclosure could result in imminent and material harm to Acquiror or (2) any other event occurs that makes any statement of a material fact made in the Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in the Registration Statement in order to make the statements therein not misleading; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice Acquiror may not postpone the filing of such delay and before such Demand the Prospectus Supplement or suspend the Registration Statement becomes effectivepursuant to this Section 5.16(d) for more than thirty (30) days in any ninety (90) day period during the Registration Period (it being understood and agreed that, during any such postponement or suspension, Acquiror shall (w) use good faith efforts to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of limit the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness duration of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period or suspension period, (including upon public disclosure of the information that was the reason for such Blackout Periodx) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its commercially reasonable best efforts to prepare and file with the SEC such amendments and supplements to the requisite Registration Statement or the Prospectus as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement, (y) not register any securities for sale by Acquiror (other than in connection with a Registration Statement on Form S-8) or for resale by any other securityholders and (z) suspend the usage of all other then-effective registration statements and related prospectuses (other than in connection with a Registration Statement on Form S-8 registering securities for sale by Acquiror)). If Acquiror suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section 5.17(d), Acquiror shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Acquiror to do so, take such amendments actions as may be reasonably necessary to file or supplements reinstate the effectiveness of such Registration Statement and give written notice to the Stockholder Representative authorizing all Holders of Registrable Securities to resume sales pursuant to such Registration Statement Statement. If as a result thereof the Prospectus has been amended to comply with the requirements of the Securities Act, Acquiror shall enclose such revised Prospectus with the notice to the Stockholder Representative given pursuant to this Section 5.16(d), and the Holders of Registrable Securities shall make no offers or prospectus used in connection therewith as may be necessary sales of shares pursuant to cause such the Registration Statement other than by means of such revised Prospectus. Acquiror need not specify the nature of the event giving rise to become effective as promptly as practicable thereafterany delay or suspension in any notice to Holders of Registrable Securities. For the avoidance of doubt, the restrictions in this paragraph shall be in addition to any normal quarterly blackouts that may apply to directors, officers and employees of Acquiror following the Closing pursuant to Acquiror’s xxxxxxx xxxxxxx policies (but only to the extent a Qualified Holder is subject to such inside trading policies).

Blackout Periods. CRIC Notwithstanding anything to the contrary set forth in this Agreement, the Issuer’s obligation under this Agreement to use commercially reasonable efforts to cause the Shelf Registration Statement and any filings with any state securities commission to be made or to become effective, to maintain the effectiveness of, or to amend or supplement the Shelf Registration Statement shall be suspended if, (A) in the good faith and reasonable judgment of the Issuer’s Board of Directors, (i) such action would require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Issuer or any of its Affiliates that would materially interfere with such transaction or negotiations and that would be significantly disadvantageous to the Issuer or its Affiliates, or (ii) such action would materially and adversely affect the Issuer or the trading in its Common Stock or (B) such action would require the inclusion of financial statements of any business acquired, or proposed to be acquired, by the Issuer that are not then available (a “Disadvantageous Condition”), but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 90 days. In the case of a Disadvantageous Condition described in clause (B) of the preceding sentence, the Issuer shall use commercially reasonable efforts to obtain such financial statements as promptly as practicable. In no event shall a Disadvantageous Condition be deemed to have occurred as a result of the Issuer’s plans to engage in a registered public offering of Common Stock. The Issuer agrees not to exercise the rights set forth in this Section 2.01(d) more than once in any twelve month period. In the event SPO makes the Demand Request during the occurrence of a Disadvantageous Condition, the Issuer shall promptly notify SPO of the existence of such Disadvantageous Condition and SPO shall have the right to delay withdraw the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two Demand Request (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise which shall then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one a Demand Request for purposes of the permitted Demand Registrations and (Blast sentence of Section 2.01(a) CRIC shall delay during such Blackout Period hereof). Upon the filing or effectiveness receipt of any Registration Statement required pursuant such notice at a time when an effective registration statement is in effect, SPO shall cause each Stockholder to forthwith discontinue use of the prospectus contained in such registration statement provided, that, if at the time of receipt of such notice any Stockholder shall have sold Registrable Shares and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give Shelf Registration Statement, then the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and Issuer shall use its commercially reasonable best efforts to prepare and file with take such action as will permit such securities to be timely delivered. At such time as any Disadvantageous Condition shall cease to exist, the SEC the requisite Registration Statement or such amendments or supplements Issuer shall promptly notify SPO to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereaftereffect.

Blackout Periods. CRIC Notwithstanding anything in Section 2.1 to the contrary, Parent shall have the right be entitled to postpone and delay the filing or effectiveness (but not the preparation) of a any Shelf Registration Statement required pursuant or the offer or sale of any Registrable Shares thereunder for up to 60 days (i) for reasonable periods of time in advance of the release of Parent’s quarterly and annual financial results and (ii) for reasonable periods of time (any such postponement and delay permitted by this Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each2.2 being, a “Blackout Period”), if (A) Parent determines in the event that (i) CRIC would, in the its good faith judgment that any such filing or effectiveness of CRIC’s Board a Shelf Registration Statement or the offering or sale of Directorsany Registrable Shares thereunder would (1) impede, be required to disclose in the prospectus information not delay or otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, pending or proposed material acquisition, merger, disposition of assetsdisposition, corporate reorganization or other similar material transaction involving Parent as to which Parent has taken substantial steps and is proceeding with reasonable diligence to effect, (2) adversely affect any registered underwritten public offering of Parent’s securities for Parent’s account as to which Parent has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or negotiations involving CRIC(3) require disclosure of material non-public information which, in the reasonable discretion of Parent, acting in good faith, would have an adverse effect on the business, operations or management of Parent or any of its Affiliates if disclosed at such time or (B) Parent determines in its good faith judgment that Parent is required 115787666v1 by Law to amend or supplement the affected Shelf Registration Statement or the related prospectus so that such Shelf Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that (A) a Holder Parent shall be entitled, at any time after receiving give written notice to Investor of its determination to postpone or delay the filing of such delay and before such Demand Shelf Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one or other imposition of the permitted Demand Registrations and (B) CRIC shall delay during such a Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, and a general statement of the reasons reason for such postponement deferral and an approximation of the anticipated delay. After Upon notice by Parent to Investor of any such determination, Investor shall, except as required by applicable Law, keep the expiration fact of any such notice strictly confidential, and during any Blackout Period (including upon public disclosure or until such Blackout Period shall be earlier terminated in writing by Parent), promptly halt any offer, sale, trading or transfer by it of any shares of Common Stock and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering such Registrable Shares and, if so directed by Parent, shall deliver to Parent any copies then in its possession of any such prospectus or prospectus supplement. A deferral of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite filing or effectiveness of a Shelf Registration Statement or such amendments or supplements other imposition of a Blackout Period pursuant to such Registration Statement or prospectus used this Section 2.2 shall be lifted as soon as practicable, and Parent shall promptly (and in connection therewith as any event within five (5) Business Days) notify in writing Investor of the termination of the Blackout Period. Parent may be necessary impose a Blackout Period under clause (ii) of the first sentence of this Section 2.2 only twice in any twelve (12) month period for up to cause such Registration Statement to become effective as promptly as practicable thereafteran aggregate of 90 days.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 Sections 3 and 4 hereof or 3 hereof suspend sales under any Shelf Registration Statement filed hereunder during no more than two three (23) periods aggregating to not more than one hundred and twenty (120) 90 days in any twelve-month period (each, a “Blackout Period”), ) in the event that (i) CRIC the Company would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus Prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith reasonable judgment of CRICthe Company’s Board of Directors, (a) there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other similar transaction involving the Company or (b) there is a reasonable likelihood that such disclosure would materially and adversely affect or interfere with the best interests of the Company or its shareholders and such disclosure relates to material transaction or negotiations involving CRIClegal and regulatory developments; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Company shall delay during such Blackout Period the filing or effectiveness of of, or suspend sales under, any Registration Statement required pursuant to the registration rights of other the holders of any other securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After Notwithstanding anything else herein to the expiration contrary, the Company shall not be required to disclose to the Holders any of the facts or circumstances regarding material non-public information giving rise to any Blackout Period (including upon public disclosure Period. The Holders agree that, as a condition to their rights under this Agreement, they will treat all notices of the proposed registrations and all information that was the reason for such relating to any Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file Periods with the SEC the requisite Registration Statement or strictest confidence and will not disseminate such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterinformation.

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of Notwithstanding anything else in this Section 5, if, at any time during which a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be Prospectus is required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken delivered in connection with the prospectussale of any Covered Security, would materially Company determines in good faith and adversely affect upon the advice of its outside counsel that a development occurred or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, condition existed prior to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights as a result of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to which such Registration Statement or prospectus used the applicable Prospectus contains a material misstatement or omission, or that a material transaction in connection therewith as may which Company is engaged or proposes to engage would require an immediate amendment to such Registration Statement, a supplement to such Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be necessary premature or injurious to cause the consummation of the transaction, Company will immediately notify Purchaser thereof by telephone and in writing. Upon receipt of such notification, Purchaser and its affiliates will immediately suspend all offers and sales of any Covered Security pursuant to such Registration Statement. In such event, Company will amend or supplement such Registration Statement to become effective and the applicable Prospectus or make such filings or public disclosures as promptly as practicable thereafter.and will take such other steps as may be required to permit sales of the Covered Securities thereunder by Purchaser and its affiliates in accordance with applicable federal and state securities laws. Company will promptly notify Purchaser after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of such Registration Statement and the applicable Prospectus (as so amended or supplemented, if applicable) to Purchaser in accordance with paragraphs (b) and (c) of this Section 5. Notwithstanding the foregoing, (A) under no circumstances shall Company be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(e) and pursuant to any Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period..

Blackout Periods. CRIC shall have the right PEI will be entitled to delay the filing or effectiveness postpone and/or suspend for a period of a Registration Statement required pursuant time, not to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) exceed 90 days in any twelve-month period (each, a “"Blackout Period”"), in any Additional Selling Period, Performance-Based Selling Period or Make Whole Selling Period, as the event case may be, if PEI reasonably determines that (i) CRIC wouldthe offering of any Eligible Shares by Sellers would impede, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect delay or interfere with any significant financing, offer or sale of securities, acquisition, merger, disposition of assets, corporate reorganization or other material transaction involving PEI or negotiations involving CRICany of its Affiliates, or require disclosure of material information as to which disclosure at that time would not be in the best interest of PEI and its stockholders; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including will earlier terminate upon public disclosure by PEI of such material information or completion or abandonment of such a transaction. Upon notice by PEI to Sellers of such determination, Sellers agree to (a) keep the fact of any such notice strictly confidential, (b) promptly halt any offer, sale, trading or transfer by Sellers of any Eligible Shares for the duration of the information that was the reason for Blackout Period set forth in such Blackout Periodnotice (or until earlier terminated by PEI) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout periodc) promptly notify halt any use, publication, dissemination or distribution of any registration statement, each prospectus included therein, and any amendment or supplement thereto for the Holders duration of the Blackout Period set forth in such notice (or until earlier terminated by PEI). In the event PEI gives such notice, the Additional Selling Period, Performance-Based Selling Period or Make Whole Selling Period, as the case may be, will be extended for a period equal to the lesser of the actual length of the Blackout Period and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be number of days necessary to cause such Registration Statement to become effective as promptly as practicable thereaftersell the applicable Eligible Shares. PEI cannot impose more than two Blackout Periods during any 360-day period and the consecutive cumulative length of any two Blackout Periods will not exceed 150 days. PEI will not impose a Blackout Period during the Initial Selling Period without Sellers' prior consent.

Blackout Periods. CRIC The Company shall have the right to (i) delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof or (ii) suspend the availability of a Registration Statement required pursuant to Section 2 or 3 hereof and the related prospectus during no more than two such period as shall be reasonably necessary (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”)) in the event of (i) the issuance by the SEC of a stop order with respect to a Registration Statement or the initiation of proceedings with respect to a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) the occurrence of any event or the existence of any fact as a result of which (A) any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the event that light of the circumstances under which they were made, not misleading or (iiii) CRIC would, in the good faith judgment occurrence or existence of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant pending material financing, acquisition, mergercorporate reorganization, disposition of assets, corporate reorganization divestiture or other material transaction or negotiations involving CRIC; providedtransaction, however, including without limitation any such event that may (A) interfere with or affect the negotiation or completion of any material transaction that is being contemplated by the Company (whether or not a Holder shall be entitled, final decision has been made to undertake such transaction at any the time after receiving notice of such delay and before such Demand Registration Statement becomes effective, the right to withdraw such request and, if such request suspend is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and exercised) or (B) CRIC shall involve initial or continuing disclosure obligations that may not be in the best interest of the Company or its shareowners, that, in the reasonable discretion of the Company, makes it appropriate to delay during such Blackout Period the filing or effectiveness or suspend the availability of any Registration Statement required pursuant to and the registration rights of other holders of any securities of CRICrelated prospectus. CRIC The Company shall promptly give the Holders written notice of such determination containing, determination. The Company shall use its commercially reasonable efforts to cause the Blackout Period to end as promptly as possible after its commencement. Notwithstanding anything in this Section 4 to the extent permitted by lawcontrary, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of in no event shall any Blackout Period extend for more than one hundred eighty (including upon public disclosure 180) days, and in no event shall there be Blackout Period(s) covering more than one hundred eighty (180) days in any twelve (12) month period. If the occurrence of a Blackout Period causes the information that was effectiveness of a Registration Statement to lapse and any Included Securities remain unsold, the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and Company shall use its commercially reasonable best efforts to prepare and file with cause, as expeditiously as possible following the SEC end of the requisite Blackout Period, a Registration Statement or such amendments or supplements covering the unsold Included Securities to become effective, and any such Registration Statement or prospectus used in connection therewith shall not constitute a Demand Registration for the purposes of Section 2(b). So long as may be necessary the Company uses commercially reasonable efforts to cause such Registration Statement any Blackout Period to become effective end as promptly as practicable thereafterpossible, the previous sentence shall be the exclusive remedy for any breach of any provision of this Section 4.

Blackout Periods. CRIC The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 Sections 3 and 4 hereof or 3 hereof suspend sales under any Shelf Registration Statement filed hereunder during no more than two three (23) periods aggregating to not more than one hundred and twenty (120) 90 days in any twelve-month period (each, a “"Blackout Period”), ") in the event that (i) CRIC the Company would, in accordance with the good faith judgment advice of CRIC’s Board of Directorsits counsel, be required to disclose in the prospectus Prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith reasonable judgment of CRIC’s the Company's Board of Directors, (a) there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assetsassets (not in the ordinary course of business), corporate reorganization or other similar transaction involving the Company or (b) there is a reasonable likelihood that such disclosure would materially and adversely affect or interfere with the best interests of the Company or its shareholders and such disclosure relates to material transaction or negotiations involving CRIClegal and regulatory developments; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC Company shall delay during such Blackout Period the filing or effectiveness of of, or suspend sales under, any Registration Statement required pursuant to the registration rights of other the holders of any other securities of CRICthe Company. CRIC The Company shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After Notwithstanding anything else herein to the expiration contrary, the Company shall not be required to disclose to the Holders any of the facts or circumstances regarding material non-public information giving rise to any Blackout Period (including upon public disclosure Period. The Holders agree that, as a condition to their rights under this Agreement, they will treat all notices of the proposed registrations and all information that was the reason for such relating to any Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file Periods with the SEC the requisite Registration Statement or strictest confidence and will not disseminate such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterinformation.

Blackout Periods. CRIC With respect to any registration statement filed or to be filed pursuant to this Section 2, if the Company shall have determine, in its good faith judgment, that to maintain the right to delay the filing or effectiveness of such registration statement (or, if no registration statement has yet been filed or become effective, to file such a Registration Statement required pursuant registration statement or cause it to Section 2 or 3 hereof during no more than two (2become effective) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that would (i) CRIC would, in require the good faith judgment public disclosure of CRIC’s Board of Directors, be required to disclose in the prospectus material non-public information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or concerning any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICthe Company or any of its affiliates that would materially interfere with such transaction or negotiations or (ii) otherwise require premature disclosure of information, in either case that would be materially disadvantageous (a "DISADVANTAGEOUS CONDITION"), the Company may, for the shortest period possible, notify the Selling Shareholders and the Seller that such registration statement is unavailable for use; provided, however, that (A) the Company shall not exercise such rights for a Holder shall be entitled, at any time after receiving notice period of more than 45 days from the date of delivery of such delay notice to the Seller and before the Selling Shareholders, and in any event when aggregated with any other Disadvantageous Suspension or Regulatory Suspension not more than an aggregate of 90 days in any 365-day period. If the Company exercises such Demand Registration Statement becomes effectiveright, it will provide written notice thereof to withdraw the Seller and the Selling Shareholders and the Seller, and upon the receipt of any such request andnotice, the Selling Shareholders shall forthwith discontinue use of the prospectus contained in such registration statement as provided in this Section 2(d) ("DISADVANTAGEOUS SUSPENSION"), subject to the payment of Liquidated Damages pursuant to Section (b); provided, that, if such request is withdrawn, such Demand Registration shall not count as one at the time of the permitted Demand Registrations receipt of such notice any of the Seller and Selling Shareholder shall have sold Registrable Securities (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant have signed a firm commitment underwriting agreement with respect to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice purchase of such determination containing, securities) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the extent permitted by lawRegistration Statement, a general statement of then the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and Company shall use its reasonable best efforts to prepare take such action as will permit such securities to be timely delivered. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Selling Shareholders and file with the SEC the requisite Registration Statement or such amendments or supplements Seller to such Registration Statement or prospectus used effect. Liquidated Damages shall accrue commencing on and including the date of delivery to the Seller and the Selling Shareholders of the notice of a Disadvantageous Suspension and shall continue until the date of delivery of the notice of cessation referenced in connection therewith as may the preceding sentence, and payment for any such Liquidated Damages shall be necessary to cause made no later than the first Trading Day of each calendar month immediately following any date such Registration Statement to become effective as promptly as practicable thereafterLiquidated Damages are accrued.

Blackout Periods. CRIC (a) With respect to any Registration Statement required to be filed pursuant to this Agreement, if the Company shall have furnish to the right Holders a certified resolution of the Board of Directors stating that in the Board of Directors’ good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company’s control of any required audited financial statements, or any other event or condition of similar significance to delay the filing Company) be materially disadvantageous (a “Disadvantageous Condition”) to the Company or effectiveness of its shareholders for such a Registration Statement required pursuant to Section 2 be maintained effective, or 3 hereof during no more than two to be filed and become effective, and setting forth the general reasons for such judgment (2) periods aggregating unless such reasons relate to information which is not more than one hundred then publicly available), the Company shall be entitled to cause such Registration Statement to be withdrawn and twenty (120) days in any twelve-month period (eachthe effectiveness of such Registration Statement terminated, a “Blackout Period”)or, in the event that no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (i) CRIC would, in notice of which the good faith judgment of CRIC’s Board of Directors, be required Company shall promptly deliver to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICHolders); provided, however, that the Company may only declare one (A1) Disadvantageous Condition per fiscal year of the Company and any such Disadvantageous Condition may only extend for a Holder shall be entitled, at period of up to 45 days. Upon receipt of any time after receiving such notice of a Disadvantageous Condition, the Holders will forthwith discontinue use of the disclosure document contained in such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawnso directed by the Company, such Demand Registration shall not count as one each of the permitted Demand Registrations and (B) CRIC shall delay during Holders will deliver to the Company all copies, other than permanent file copies then in such Blackout Period Holder’s possession, of the filing or effectiveness disclosure document then covering such Restricted Securities current at the time of any receipt of such notice, and, in the event no Registration Statement required pursuant to has yet been filed, all drafts of the registration rights of other holders of disclosure document covering such Restricted Shares. In the event that the Company shall give any securities of CRIC. CRIC shall promptly give the Holders written notice of a Disadvantageous Condition, the Company shall at such determination containing, to the extent permitted by law, time as it in good fxxxx xxxxx appropriate file a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite new Registration Statement or covering the Restricted Shares that were covered by such amendments or supplements to withdrawn Registration Statement, and such Registration Statement or prospectus used in connection therewith shall be maintained effective for such time as may be necessary to cause so that the period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement to become effective was effective, shall be such time as promptly as practicable thereaftermay be otherwise required by this Agreement.

Blackout Periods. CRIC The Company shall have the right to withdraw or delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) 180 days in any twelve-month period (each, a “Blackout Period”), ) if the Board of Directors of the Company determines in the event good faith that (i) CRIC wouldrequired disclosure of information in any related Registration Statement, in prospectus or prospectus supplement at such time would have a material adverse effect on the good faith judgment of CRICCompany’s Board of Directorsbusiness, operations or prospects or (ii) a material business transaction that has not yet been publicly disclosed would be required to disclose be disclosed in a Registration Statement, prospectus or prospectus supplement and such disclosure would jeopardize the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosuresuccess of, or any other action to be taken in connection prohibited by the Company’s nondisclosure obligations with the prospectusrespect to, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICsuch transaction; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration the Company shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such be entitled to initiate a Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containingunless it shall, to the extent permitted by law, a general statement agreements with other security holders of the reasons for Company, concurrently prohibit sales by such postponement and an approximation other security holders under registration statements covering securities held by such other security holders. The Company shall have no obligation to include in any such notice any reference to or description of the anticipated delayfacts based upon which the Company is delivering such notice. After If the expiration Company shall so postpone the filing of any a Registration Statement, the Holders of Registrable Securities to be registered shall have the right to withdraw the request for registration by giving written notice from the Holders of a majority of the Registrable Securities that were to be registered to the Company within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Blackout Period (including upon public disclosure and, in the event of such withdrawal, such request shall not be counted for purposes of determining the information that was the reason number of requests for such Blackout Period) and without any further request from any Holder, CRIC shall (subject registration to there being no other Blackout period) promptly notify which the Holders and shall use its reasonable best efforts of Registrable Securities are entitled pursuant to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to this Agreement). If such Registration Statement or is withdrawn, upon receipt of any notice of a Blackout Period, the Holders shall forthwith discontinue use of the prospectus used contained in connection therewith as may be necessary to cause such Registration Statement and, if so directed by the Company, such Holders shall deliver to become effective as promptly as practicable thereafterthe Company all copies, other than permanent file copies, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Blackout Periods. CRIC shall have the right Buyer may, by prior written notice to all Holders of Registrable Securities (each such notice, a Blackout Notice), (a) delay the filing or effectiveness of a the Registration Statement required or a request for acceleration of the effective date or (b) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to any Registration Statement in each case for a period of not more than one hundred and twenty (120) 60 days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC wouldBuyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that Buyer desires to keep confidential for business reasons, if Buyer determines in the good faith judgment that the public disclosure requirements imposed on Buyer under the Securities Act in connection with such Registration Statement would require at that time disclosure of CRIC’s Board of Directorssuch activity, be required transaction, preparations or negotiations and such disclosure could result in imminent and material harm to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and Buyer or (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action event occurs that makes any statement of a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in such Registration Statement in order to be taken make the statements therein not misleading, and in connection each case, if a similar blackout period is imposed by the Buyer on all other registration statements the Buyer has on file with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRICSEC; provided, however, that Buyer may not invoke this right more than once in any 12-month period. If Buyer suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section, Buyer shall, as promptly as reasonably practicable (Aand following the termination of the circumstance which entitled Buyer to do so, in the case of a Blackout Notice delivered pursuant to clause (i) a Holder shall of the prior sentence), take such actions as may be entitled, at any time after receiving notice reasonably necessary to file or reinstate the effectiveness of such delay and before such Demand Registration Statement becomes effective, and give written notice to withdraw all Holders of Registrable Securities authorizing them to resume |EU-DOCS\31822603.17|| sales pursuant to such request and, if such request is withdrawn, such Demand Registration shall not count Statement. If as one of a result thereof the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of Prospectus included in any Registration Statement required has been amended to comply with the requirements of the Securities Act, Buyer shall enclose such revised Prospectus with the notice to the Holders of Registrable Securities given pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give this Section, and the Holders written notice of such determination containing, to the extent permitted by law, a general statement Registrable Securities shall make no offers or sales of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements shares pursuant to such Registration Statement other than by means of such revised Prospectus. Buyer need not specify the nature of the event giving rise to any delay or prospectus used suspension in connection therewith as any notice to Holders of Registrable Securities. For the avoidance of doubt, the restrictions in this paragraph shall be in addition to any normal quarterly blackouts that may be necessary apply to cause such Registration Statement directors, officers and employees of Buyer following the Closing Date pursuant to become effective as promptly as practicable thereafterBuyer’s xxxxxxx xxxxxxx policies.

Blackout Periods. CRIC With respect to any Registration Statement filed or to be filed pursuant to this Section 2.01, if OpenTV shall have determine, in its good faith judgment, that to maintain the right to delay the filing or effectiveness of such Registration Statement (or, if no Registration Statement has yet been filed, to file such a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2Statement) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that would (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, interfere with or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations development involving CRICOpenTV or any of its Affiliates, or (ii) require OpenTV to disclose matters that otherwise would not be required to be disclosed at such time (each, a "Disclosure Condition"), OpenTV may, for a period of not more than 120 days from the date of such determination, require the suspension by each Holder of the distribution of any Registrable Securities (or, if no Registration Statement has yet been filed, delay the filing thereof) by giving notice to each Holder; provided, however, that (A) no single suspension shall extend for more than 120 days without the written consent of the affected Holder(s), nor may the aggregate number of days in which the Holders are subject to a Holder shall be entitled, at suspension during any time after receiving period of 12 consecutive months exceed 150 days. Any such notice of such suspension or delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall need not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of specify the reasons for such postponement suspension or delay if OpenTV determines, in its good faith judgment, that doing so could interfere with or adversely affect any such transaction or result in a Disclosure Condition. In the event that such notice is given, then until OpenTV has determined, in its good faith judgment, that such registration and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) offering would no longer result in a Disclosure Condition and without any further request from any has given notice thereof to each Holder, CRIC shall (subject OpenTV's obligations under Section 2.01(b) will be suspended. In the event of a suspension pursuant to there being no other Blackout period) promptly notify this Section 2.01(d), the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to Effectiveness Period of such Registration Statement or prospectus used shall be extended for a number of days equal to the total number of days for which the distribution of Registrable Securities included in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafterby the Holder has been suspended under this Section 2.01(d).

Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of Notwithstanding anything else in this Section 5, if, at any time during which a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a “Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s Board of Directors, be Prospectus is required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken delivered in connection with the prospectussale of any Covered Security, would materially Company determines in good faith and adversely affect upon the advice of its outside counsel that a development occurred or interfere with any significant financing, acquisition, merger, disposition of assets, corporate reorganization or other material transaction or negotiations involving CRIC; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, condition existed prior to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights as a result of other holders of any securities of CRIC. CRIC shall promptly give the Holders written notice of such determination containing, to the extent permitted by law, a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the information that was the reason for such Blackout Period) and without any further request from any Holder, CRIC shall (subject to there being no other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to which such Registration Statement or prospectus used the applicable Prospectus contains a material misstatement or omission, or that a material transaction in connection therewith as may which Company is engaged or proposes to engage would require an immediate amendment to such Registration Statement, a supplement to such Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be necessary premature or injurious to cause the consummation of the transaction, Company will immediately notify Xxxxxxxx thereof by telephone and in writing. Upon receipt of such notification, Xxxxxxxx and its affiliates will immediately suspend all offers and sales of any Covered Security pursuant to such Registration Statement. In such event, Company will amend or supplement such Registration Statement to become effective and the applicable Prospectus or make such filings or public disclosures as promptly as practicable thereafterand will take such other steps as may be required to permit sales of the Covered Securities thereunder by Xxxxxxxx and its affiliates in accordance with applicable federal and state securities laws. Company will promptly notify Xxxxxxxx after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of such Registration Statement and the applicable Prospectus (as so amended or supplemented, if applicable) to Xxxxxxxx in accordance with paragraphs (b) and (c) of this Section 5. Notwithstanding the foregoing, (A) under no circumstances shall Company be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(e) and pursuant to any Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period."