Common use of Black-Out Period Clause in Contracts

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “Board of Directors”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12 month period commencing on the Closing Date or more than sixty (60) 60 days in any rolling ninety (90)-day 90 day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Continuing Investor Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Continuing Investor Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Continuing Investor Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Continuing Investor Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Continuing Investor Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Continuing Investor Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Continuing Investor Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Continuing Investor Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Continuing Investor Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12 month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day periodDate), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary should be suspended in connection with such Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) either (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the disclosure would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possiblepracticable. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such Shares. Such notice shall not be required to state generally the basis for the notice and that if such basis is confidential. Such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possiblereasonably practicable. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “Board of Directors”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, Statement following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBCM and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s such Underwritten Offering of primary Underwritten Offeringshares; (ii) a majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) either (1) the Company has a bona fide business purpose for preserving the confidentiality of such transactionthe proposed transaction or information, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction the proposed transaction, or (3) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation regulation, or that it is in the best interests of the Company Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of of: (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBCM and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies (other than permanent file copies copies) then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBCM in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the Company independent members of the Board of Directors that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel the managing underwriter and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date date of this Agreement or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company majority of the independent members of the Board of Directors shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the disclosure would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company majority of the independent members of the Board of Directors shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; (3) correcting any misstatement or omission in the Registration Statement or the prospectus included therein; or (C4) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel the managing underwriter and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by 5, the Company that it is in shall have the best interests of right, but not the Company obligation, from time to time to suspend the use of a the Registration Statement, Statement following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Stifel the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the HoldersCompany reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), may shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to such the Registration Statement for such times as until the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events Suspension Event has ended. A “Suspension Event” shall occurbe deemed to have occurred if: (i) the representative(s) of the underwriter(s) managing underwriter or underwriters of an Underwritten Offering of primary shares by the Company Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined Board of Directors of the LP in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have Board of Directors of the LP has determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into ensure that the Registration Statement for the purpose of (A) including Prospectus included in the Registration Statement any prospectus (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement discloses any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth thereinincluded in the Prospectus; or (C3) including in the Prospectus included in the Registration Statement discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspensionSuspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) practicable. In the case of an no event that causes shall the Company be permitted to suspend the use of a Registration Statement (in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a “Suspension Event”)result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall give written notice terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a “Suspension Notice”) Notice to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally following a Suspension Event, the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further upon delivery by the Company of notice to such effect that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”) from the Company), which End of Suspension Notice shall be given by the Company to the Holders Holders, the Initial Purchasers/Placement Agents and Stifel Selling Holders’ Counsel, if any, in the same manner described above as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the Common Shares covered by such Registration Statement remain Registrable Shares shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement5, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling consecutive twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling consecutive ninety (90)-day period), except as a result of a review of any post-effective amendment by the Commission prior to declaring any post effective amendment to the Registration Statement effective, provided the Company has used all commercially reasonable efforts to cause such post effective amendment to be declared effective, if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringinitial public offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (A1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company, (B2) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and law, or (C3) either (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution or any information required under Item 507 of Regulation S-K not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders agree to hold any Suspension Notice in confidence. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, following Following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, Company may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is deems necessary and advisable (but in no event or advisable, including for more than an aggregate of ninety (90) up to 60 days in any rolling twelve (12)-month 12 month period commencing on in the Closing Date case of pending negotiations relating to, or more than sixty (60) days in any rolling ninety (90)-day period)consummation of, if any a transaction or the occurrence of the following events shall occur: an event (i) the representative(s) that would require additional disclosure of the underwriter(s) of an Underwritten Offering of primary shares material information by the Company has advised the Company that the sale of Registrable Shares pursuant to in the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (or such filings), (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant as to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) which the Company has a bona fide business purpose for preserving the confidentiality of such transactionconfidentiality, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3iii) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use effectiveness of a Registration Statement (a “Suspension Event”), the Company shall may give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and so that the Company may correct or update the Registration Statement (or such notice shall state generally the basis for the notice and filings); provided, however, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possiblecontinuing. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below)Company. If so directed by the Company, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrarySection 2 hereof, if the Company shall give a Suspension Notice pursuant to this Section 67, the Company agrees that it shall extend the period of time during which the applicable a Demand Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to Following the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests filing of the Company a Selling Stockholder Prospectus Supplement pursuant to suspend the use of a Registration StatementSection 2(a) or, following the effectiveness of such Registration Statement if necessary, Section 2(b) hereof (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, Company may direct the Holders Holder to suspend sales of the Registrable Shares pursuant to such Registration Statement Securities for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period)advisable, if any of including the following events shall occurevents: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of underwritten primary shares offering by the Company has advised where the Company is advised by the underwriters for such offering that the sale of Registrable Shares pursuant to under the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required (or such filings), (y) as to be disclosed under applicable law and (C) (1) which the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3z) which renders the Company unable to comply with Commission SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that which causes the Company to suspend the use effectiveness of a Registration Statement (a “Suspension Event”), the Company shall may give written notice (a “Suspension Notice”) to Stifel and the Holders Holder to suspend sales of the Registrable Shares and so that the Company may correct or update the Registration Statement (or such notice shall state generally the basis for the notice and filings); provided, however, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible(a “Suspension Period”). The Holders shall Holder agrees that it will not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below)Company. If so directed by the Company, each the Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holders Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effectthe effectiveness of any required amendment or supplement to the Registration Statement. (c) Notwithstanding any provision herein the provisions of Sections 4(a) and 4(b) hereof to the contrary: (i) no Holder shall be subject to the provisions of Sections 4(a) and 4(b) hereof for a period of time in excess of one hundred twenty (120) days; and (ii) no Suspension Notice may be given more than once in any twelve (12) month period. Moreover, notwithstanding Sections 2(a) and 2(b) hereof, if the Company shall give a Suspension Notice pursuant to this Section 64, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales. (d) During any Suspension Period or at any time the Company is in default of its obligations to register the Registrable Securities pursuant to Section 2 hereof, the Holder may notify the Company in writing (a “Sales Notice”) that it desires to sell a specified number of its Registrable Securities (each a “Covered Security” and, together, the “Covered Securities”). If the Company fails within 30 days following receipt of such Sales Notice to deliver the End of Suspension Notice or register the Registrable Securities pursuant to Section 2 hereof, as applicable, the Company shall begin to accrue on the day after such 30th day a cash payment amount equal to the product of: (i) the 30-day U.S. Treasury rate as reported in the Wall Street Journal on the 30th day after the Company’s receipt of the Sales Notice (the “Default Date”), or if such date is not a trading day, the most recent trading day immediately preceding such date; (ii) the last reported sale price per share of the Common Stock at the close of trading on the NYSE on the Default Date, or if such date is not a trading day, the most recent trading day immediately preceding such date; and (iii) the specified number of Covered Securities as set forth in the Sales Notice. This cash payment amount shall accrue, on a daily non-compounding basis until but excluding the day the Company delivers an End of Suspension Notice or complies with Section 2 hereof, as applicable (the “Cure Date”). The cash payment amount shall be payable two (2) business days after the Cure Date. Notwithstanding the foregoing, no Sales Notice may be given in respect of Registrable Securities that represent shares of Common Stock that may be issued in connection with a redemption of the Series B Preferred Stock unless and until such shares of common stock have been issued in satisfaction of a redemption request by the Holder in lieu of a cash redemption price. The accrual of the cash payment amount under this Section 4(d) shall be the Holder’s sole remedy for the Company’s failure to file a Selling Stockholder Prospectus Supplement or a New Registration Statement, as applicable, pursuant to its obligations under this Agreement.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the Company independent members of the Board of Directors that it is in the best interests of the Company to suspend the use of a the Registration Statement, Statement following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company majority of the independent members of the Board of Directors shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) either (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the disclosure would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company majority of the independent members of the Board of Directors shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the Company independent members of the Board of Directors that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company majority of the independent members of the Board of Directors shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company majority of the independent members of the Board of Directors shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possiblepracticable. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling consecutive twelve (12)-month period commencing on the Closing Date or more than sixty forty-five (6045) days in any rolling ninety (90)-day consecutive 90-day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringinitial public offering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement pursuant to Section 5(a) (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by 5, the Company that it is in shall have the best interests of right, but not the Company obligation, from time to time to suspend the use of a the Registration Statement, Statement following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: occurs (each, a “Suspension Event”): (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares Common Interests by the Company has advised the Company that the sale of Registrable Shares pursuant to Interests under the Registration Statement would have a material adverse effect on the Company’s primary such Underwritten Offering; (ii) the Company shall have determined determines in good faith that (A1) the offer or sale of any Registrable Shares Interests under Registration Statement would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B2) after the advice of counsel, the sale of Registrable Shares Interests pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C3) either (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transactionthe proposed transaction or information, (2y) disclosure would have a material adverse effect on the Company or the Company’s its ability to consummate such transaction the proposed transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirementsthe requirements of the Commission, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined determines in good faith, after the advice of counsel, that it is required by law, rule or regulation regulation, or that it is in the its best interests of the Company interests, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of of: (A1) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the Prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth thereinin the Prospectus; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspensionSuspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Interests as soon as possible. (b) practicable. In the case of an no event that causes shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) month period for more than an aggregate of one hundred twenty (120) days, and, furthermore, not more than ninety (90) days in any rolling l20-day period, except as a “Suspension Event”)result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall give terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Holders as provided for herein (a “Suspension Notice”) to Stifel ), shall notify the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares and such notice shall state generally Interests pursuant to the basis for the notice and that such suspension shall continue only for so long as Registration Statement until the Suspension Event or its effect is continuing and has ended. (b) If the Company is using its best efforts and taking all reasonable steps gives a Suspension Notice to terminate suspension the Holders to suspend sales of the use of Registrable Interests following a Suspension Event, the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares Interests pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares Interests at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares Interests pursuant to the Registration Statement (or such filings) following further upon delivery by the Company of notice to such effect that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”) from the Company), which End of Suspension Notice shall be given by the Company to the Holders and Stifel the representative of the underwriters, if any, in the same manner described above as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65 (or a suspension instruction pursuant to Section 4(f), the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice (or similar notice pursuant to Section 4(f) and provide copies of the supplemented or amended Prospectus necessary to resume sales; provided that such period of time shall not be extended beyond the date that securities are no longer Registrable Interests.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “Board of Directors”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period, except as a result of a review of any post effective amendment by the Commission prior to declaring any post effective amendment to the Registration Statement effective; provided the Company has used all commercially reasonable efforts to cause such post effective amendment to be declared effective), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transactiontransaction or information, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the independent members of the board of trustees of the Company (the “Board of Trustees”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company majority of the independent members of the Board of Trustees shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company majority of the independent members of the Board of Trustees shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a the Resale Registration Statement, following the effectiveness of such a Resale Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel the Review Parties with respect to such Resale Registration Statement and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Resale Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event (x) on more than two occasions during any rolling 12-month period, (y) for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or (z) for more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Resale Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; , (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization combination or other significant transaction involving the Company, (B) after upon the advice of counsel, the sale of Registrable Shares pursuant to the Resale Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law or SEC Guidance, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Resale Registration Statement (or such filings) to become effective or to promptly amend or supplement the Resale Registration Statement on a post-effective basis, as applicable; , or (iii) the Company shall have determined in good faith, after upon the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Resale Registration Statement or file a post-effective amendment to the Resale Registration Statement in order to incorporate information into the Resale Registration Statement for the purpose of (A) including in the Resale Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; , (B) reflecting in the Prospectus included in the Resale Registration Statement any facts or events arising after the effective date of the Resale Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; therein or (C) including in the Prospectus included in the Resale Registration Statement any material information with respect to the plan of distribution not disclosed in the Resale Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Resale Registration Statement to become effective or to promptly amend or supplement the Resale Registration Statement on a post-effective basis or to take such other action or actions as is necessary to make resumed use of the Resale Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Resale Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel the Holders and the Holders Review Parties with respect to such Resale Registration Statement to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Resale Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Resale Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will shall deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel the Review Parties with respect to such Resale Registration Statement in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Resale Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and shall provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by 5, the Company that it is shall be permitted, in the best interests of the Company limited circumstances, to suspend the use use, from time to time, of the Prospectus that is part of a Registration Statement, following the effectiveness of such Shelf Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to therefore suspend sales of the Registrable Shares pursuant to under such Registration Statement Statement), by providing written notice (a “Suspension Notice”) to Selling Holders’ Counsel, if any, and the Holders and by issuing a press release, making a filing with the SEC or such other means that the Company reasonably believes to be a reliable means of communication, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the Closing Date date of this Agreement or more than sixty (6045 consecutive days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause the post-effective amendment to be declared effective by the SEC, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the managing underwriter(s) of an in any Underwritten Offering of primary shares of Common Stock by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) a majority of the Board of Directors of the Company shall have determined determines in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant material transaction involving the Company, Company (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-non public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose purposes for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) such transaction renders the Company unable to comply with Commission SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-post effective basis, as applicable; or (iii) a majority of the Board of Directors of the Company shall have determined determines in good faith, after upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate ensure that the Prospectus (1) contains the information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities 1933 Act; (B2) reflecting in the Prospectus included in the Registration Statement discloses any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement discloses any material information with respect to the plan of distribution that was not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) Notice to Stifel the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders A Holder shall not effect affect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Registration Statement are no longer Registrable Shares.

Black-Out Period. (a) Subject to Following the provisions effectiveness of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a any Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, Trust may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is Trust deems necessary and advisable (but in no event or advisable, including for more than an aggregate of ninety (90) up to 60 days in any rolling twelve (12)-month 12-month period commencing on in the Closing Date case of pending negotiations relating to, or more than sixty (60) days in any rolling ninety (90)-day period)consummation of, if any a transaction or the occurrence of the following events shall occur: an event (i) the representative(s) that would require additional disclosure of the underwriter(s) of an Underwritten Offering of primary shares material information by the Company has advised the Company that the sale of Registrable Shares pursuant to the Trust in such Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; Statement, (ii) as to which the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company Trust has a bona fide business purpose for preserving the confidentiality of such transactionconfidentiality, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3iii) that renders the Company Trust unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the such Registration Statement (or such filings) to become effective or to promptly amend or supplement the such Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company Trust to suspend the use effectiveness of a any Registration Statement (a “Suspension Event”), the Company shall Trust may give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and so that the Trust may correct or update such notice shall state generally the basis for the notice and Registration Statement; provided, however, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possiblecontinuing. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If Trust and, if so directed by the CompanyTrust, each Holder will deliver to the Company (at the expense of the Company) Trust all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holders may recommence re-commence effecting sales of the Registrable Shares pursuant to the such Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CompanyTrust, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above Trust promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety sixty (90) days 60)-days in any rolling twelve (12)-month period commencing on the Closing Date Date, or more than sixty thirty (60) days 30)-days in any rolling ninety (90)-day period), and no more than two (2) separate times in any rolling 12 month period) if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an a primary Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the managing underwriters for such Underwritten Offering that the sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary 's Underwritten Offering; (ii) a majority of the members of the Board of Directors of the Company shall have determined in good faith determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would could have a material adverse effect on the Company or the Company’s 's ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical impracticable or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by 5, the Company that it is in shall have the best interests of right, but not the Company obligation, from time to time to suspend the use of a the Registration Statement, Statement following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: occurs (each, a “Suspension Event”): (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares Common Interests by the Company has advised the Company that the sale of Registrable Shares pursuant to Interests under the Registration Statement would have a material adverse effect on the Company’s primary such Underwritten Offering; (ii) the Company shall have determined determines in good faith that (A1) the offer or sale of any Registrable Shares Interests under Registration Statement would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B2) after the advice of counsel, the sale of Registrable Shares Interests pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C3) either (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transactionthe proposed transaction or information, (2y) disclosure would have a material adverse effect on the Company or the Company’s its ability to consummate such transaction the proposed transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirementsthe requirements of the Commission, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined determines in good faith, after the advice of counsel, that it is required by law, rule or regulation regulation, or that it is in the its best interests of the Company interests, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of of: (A1) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the Prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth thereinin the Prospectus; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspensionSuspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Interests as soon as possible. (b) practicable. In the case of an no event that causes shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) month period for more than an aggregate of one hundred twenty (120) days, and, furthermore, not more than ninety (90) days in any rolling 120-day period, except as a “Suspension Event”)result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall give terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Holders as provided for herein (a “Suspension Notice”) to Stifel ), shall notify the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares and such notice shall state generally Interests pursuant to the basis for the notice and that such suspension shall continue only for so long as Registration Statement until the Suspension Event or its effect is continuing and has ended. (b) If the Company is using its best efforts and taking all reasonable steps gives a Suspension Notice to terminate suspension the Holders to suspend sales of the use of Registrable Interests following a Suspension Event, the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares Interests pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares Interests at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares Interests pursuant to the Registration Statement (or such filings) following further upon delivery by the Company of notice to such effect that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”) from the Company), which End of Suspension Notice shall be given by the Company to the Holders and Stifel the representative of the underwriters, if any, in the same manner described above as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65 (or a suspension instruction pursuant to Section 4(f)), the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice (or similar notice pursuant to Section 4(f)) and provide copies of the supplemented or amended Prospectus necessary to resume sales; provided that such period of time shall not be extended beyond the date that securities are no longer Registrable Interests.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “Board of Directors”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the Closing Date date hereof or more than sixty (60) 60 days in any rolling ninety (90)-day 90-day period), so long as in each of the following cases the holders of the Prior 144A Registrable Shares and Prior Equity Holdings Registrable Shares are given a substantially similar notice and are required to suspend sales for the same period, if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the disclosure would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such Shares. Such notice shall not be required to state generally the basis for the notice and that if such basis is confidential. Such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possiblereasonably practicable. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety sixty (90) days 60)-days in any rolling twelve (12)-month period commencing on the Closing Date Date, or more than sixty thirty (60) days 30)-days in any rolling ninety (90)-day period), and no more than two (2) separate times in any rolling 12 month period) if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an a primary Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the managing underwriters for such Underwritten Offering that the sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) a majority of the members of the Board of Directors of the Company shall have determined in good faith determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would could have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical impracticable or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (aA) Subject Notwithstanding anything in SECTION 2(B)(IV) above to the provisions of this Section 6 and a contrary, if (1) the Company determines in its good faith determination by judgment that the Company that it is in the best interests filing of the Company to suspend a Registration Statement under SECTION 2 hereof or the use of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement related Prospectus would require the disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) that the Company has a bona fide business purpose for preserving as confidential or the confidentiality disclosure of such which would impede the Company's ability to consummate a material transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, or (2) disclosure would have a material adverse effect on all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or if the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Act; then in either event and upon written notice of such by the Company’s ability , the rights of the Holders to consummate such transaction offer, sell or distribute any Registrable Securities pursuant to the Registration Statement (3shelf or otherwise, as appropriate) renders or to require the Company unable to comply take action with Commission requirementsrespect to the registration or sale of any Registrable Securities pursuant to the Registration Statement (shelf or otherwise, as appropriate) shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 5 is no longer necessary, and (ii) one hundred twenty (120) days. The Company shall give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary and the period of time for which the Company shall be obligated to keep the Registration Statement effective under SECTION 2 shall be extended by one day for each day of such suspension period. (B) In the case under circumstances of an event which causes the Company to suspend the effectiveness of a Registration Statement (a "SUSPENSION EVENT"), the Company may give notice (a "SUSPENSION NOTICE") to the Holder to suspend sales of the Registrable Shares so that would make it impractical the Company may correct or inadvisable to cause update the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis); provided, as applicable; or (iii) the Company shall have determined in good faithhowever, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possiblecontinuing. The Holders shall Holder agrees that it will not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below)Company. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holders Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”"END OF SUSPENSION NOTICE") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effectthe effectiveness of any required amendment or supplement to the Registration Statement. (cC) Notwithstanding any provision herein the provisions of SECTIONS 5(A) and 5(B) to the contrarycontrary no Suspension Notice may be given more than once in any twelve (12) month period. Moreover, notwithstanding SECTIONS 2(A), 2(B) and 2(C) hereof, if the Company shall give a Suspension Notice pursuant to this Section 6SECTION 5, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety sixty (90) days 60)-days in any rolling twelve (12)-month period commencing on the Closing Date Date, or more than sixty thirty (60) days 30)-days in any rolling ninety (90)-day period), and no more than two (2) separate times in any rolling 12 month period) if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an a primary Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the managing underwriters for such Underwritten Offering that the sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) a majority of the members of the Board of Directors of the Company shall have determined in good faith determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would could have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical impracticable or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-post- effective basis, as applicable; or (iii) a majority of the members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the Company independent members of the Board of Directors that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel X. Xxxxx FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) a majority of the Company independent members of the Board of Directors shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3) renders the disclosure would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the Company independent members of the Board of Directors shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the Prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel X. Xxxxx FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel X. Xxxxx FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Electing Holders, may direct the Electing Holders to suspend sales of the Registrable Shares Notes pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event (x) on more than two occasions during any rolling 12-month period, (y) for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or (z) for more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(sunderwriters or an underwriter in the sale of the Company’s common stock to an underwriter or underwriters for reoffering to the public (including pursuant to a “block trade” or other similar transaction (such offering, an “Underwritten Offering”) of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares Notes pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; ), (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares Notes would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization combination or other significant transaction involving the Company, (B) after upon the advice of counsel, the sale of Registrable Shares Notes pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law or SEC Guidance, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; , or (iii) the Company shall have determined in good faith, after upon the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; , (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; therein or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such other action or actions as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Notes as soon as possible. (b) In Each Holder agrees by acquisition of a Registrable Note that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(a)(iv)(D) hereof or in the case of an any event that causes the Company to suspend the use of a Registration Statement (each, a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Electing Holders with respect to such Registration Statement to suspend sales of the Registrable Shares Notes and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares Notes pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Electing Holder will shall deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares Notes at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares Notes pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Electing Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and shall provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to Following the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests effectiveness of the Company to suspend the use of a Registration Statement, following the effectiveness Company shall have the right, exercisable from time to time by delivery of such Registration Statement (and the filings with any international, federal or state securities commissions), a notice authorized by the Company's board of directors, by written notice on not more than two occasions in any 12 month period to Stifel and the Holders, may direct require the Holders to suspend sales of the Registrable Shares pursuant Shares, including for up to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 60 days in any rolling twelve (12)-month 12-month period commencing on in the Closing Date case of pending negotiations relating to, or more than sixty (60) days in any rolling ninety (90)-day period)consummation of, if any a transaction or the occurrence of the following events shall occur: an event (i) the representative(s) that would require additional disclosure of the underwriter(s) of an Underwritten Offering of primary shares material information by the Company has advised the Company that the sale of Registrable Shares pursuant to in the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; or (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant as to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) which the Company has a bona fide business purpose for preserving confidentiality, provided, however, that in no event shall the confidentiality restricted period extend for more than 60 days after the delivery of such transaction, (2) disclosure would have a material adverse effect on notice by the Company or for more than 90 days in the aggregate during any 12-month period. The Company’s ability to consummate such transaction or , as soon as practicable, shall (3i) renders give the Holders prompt written notice in the event that the Company unable to comply with Commission requirementshas suspended sales of Registrable Shares under this Section 5(a), in each case under circumstances that would make it impractical (ii) give Holders prompt written notice of the completion of such material offering or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; transaction or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement promptly file any amendment necessary for the Registration Statement or file a post-effective amendment to the Registration Statement Prospectus in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible connection with the Company’s best interests, as applicable, so as to permit the Holders to resume sales completion of the Registrable Shares as soon as possiblesuch event. (b) In the case of an event that causes the Company to suspend the use effectiveness of a the Registration Statement (a “"Suspension Event”"), the Company shall may give written notice (a “"Suspension Notice”") to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally so that the basis for Company may correct or update the notice and Registration Statement; provided, however, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possiblecontinuing. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If and, if so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holders may recommence re-commence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel BAS and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date Time or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s 's primary Underwritten Offeringoffering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1C)(x) the Company has a bona fide business purpose purposes for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s 's ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Company shall give written notice (a “"Suspension Notice”") to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel BAS in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but but, other than as necessary to comply with a customary lockup applicable to the Company in connection with an Underwritten Offering of its securities, in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12 month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day periodDate), if any of the following events shall occur: (i) the representative(s) of the lead managing underwriter(s) of an Underwritten Offering of primary shares by the Company has have advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary should be suspended in connection with such Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) either (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the disclosure would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such Shares. Such notice shall not be required to state generally the basis for the notice and that if such basis is confidential. Such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possiblereasonably practicable. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) 5.1 Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions)5, the Company, by written notice to Stifel and the Existing Holders, may direct the Existing Holders to suspend sales of the Existing Holder Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) Board of the underwriter(s) Directors of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Existing Holder Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Existing Holder Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1I) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2II) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3III) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) 5.2 In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Existing Holders to suspend sales of the Existing Holder Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possibleShares. The Existing Holders shall not effect any sales of the Existing Holder Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Existing Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holderholder’s possession of the Prospectus covering the Existing Holder Registrable Shares at the time of receipt of the Suspension Notice. The Existing Holders may recommence effecting sales of the Existing Holder Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Existing Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times time as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90-day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s 's primary Underwritten Offeringoffering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose purposes for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s 's ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Company shall give written notice (a “"Suspension Notice”") to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by 5, the Company that it is shall be permitted, in the best interests of the Company limited circumstances, to suspend the use use, from time to time, of the Prospectus that is part of a Registration Statement, following the effectiveness of such Shelf Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to therefore suspend sales of the Registrable Shares pursuant to under such Registration Statement Statement), by providing written notice (a “Suspension Notice”) to Selling Holders’ Counsel, if any, and the Holders and by issuing a press release, making a filing with the SEC or such other means that the Company reasonably believes to be a reliable means of communication, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the Closing Date date of this Agreement or more than sixty (6045 consecutive days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause the post-effective amendment to be declared effective by the SEC, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the managing underwriter(s) of an in any Underwritten Offering of primary shares of Common Stock by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) a majority of the Board of Directors of the Company shall have determined determines in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant material transaction involving the Company, Company (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-non public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose purposes for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) such transaction renders the Company unable to comply with Commission SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-post effective basis, as applicable; or (iii) a majority of the Board of Directors of the Company shall have determined determines in good faith, after upon the advice of counsel, that it is in our best interest or it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate ensure that the Prospectus (1) contains the information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities 1933 Act; (B2) reflecting in the Prospectus included in the Registration Statement discloses any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement discloses any material information with respect to the plan of distribution that was not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) Notice to Stifel the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders A Holder shall not effect affect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Registration Statement are no longer Registrable Shares.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times time as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90-day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose purposes for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 4 and a good faith determination by a majority of the members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety sixty (9060) days in any rolling twelve (12)-month period commencing on the Closing Date Date, or more than sixty thirty (6030) days in any rolling ninety (90)-day period), and no more than two (2) separate times in any rolling twelve (12)-month period) if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an a primary Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the managing underwriters for such Underwritten Offering that the sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary 's Underwritten Offering; (ii) a majority of the members of the Board of Directors of the Company shall have determined in good faith determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would could have a material adverse effect on the Company or the Company’s 's ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical impracticable or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; , (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; , or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. . Notwithstanding the foregoing, (bx) In the case of an event that causes the Company to may not suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect pursuant to clauses (i) or (ii) of this Section 4(a) unless it simultaneously suspends the registration statements relating to any sales other securities of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from Company which the Company has filed and prior to receipt maintains for resale of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies such securities other than permanent file copies then in such Holder’s possession Registrations on Form S-8("Other Registrations") and (y) the suspension of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (shall not commence earlier than, or such filings) following further notice to such effect (an “End of Suspension Notice”) from end later than, the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion suspension of any Suspension Event and its effectOther Registration. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90-day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best all reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best all reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, following Following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, Company may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is deems necessary and advisable (but in no event or advisable, including for more than an aggregate of ninety (90) up to 60 days in any rolling twelve (12)-month 12 month period commencing on in the Closing Date case of pending negotiations relating to, or more than sixty (60) days in any rolling ninety (90)-day period)consummation of, if any a transaction or the occurrence of the following events shall occur: an event (i) the representative(s) that would require additional disclosure of the underwriter(s) of an Underwritten Offering of primary shares material information by the Company has advised the Company that the sale of Registrable Shares pursuant to in the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (or such filings), (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant as to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) which the Company has a bona fide business purpose for preserving the confidentiality of such transactionconfidentiality, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3iii) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use effectiveness of a Registration Statement (a “Suspension Event”), the Company shall may give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and so that the Company may correct or update the Registration Statement (or such notice shall state generally the basis for the notice and filings); provided, however, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possiblecontinuing. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below)Company. If so directed by the Company, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrarySection 2 hereof, if the Company shall give a Suspension Notice pursuant to this Section 67, the Company agrees that it shall extend the period of time during which the applicable Required Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a the Resale Registration Statement, following the effectiveness of such a Resale Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel the Review Parties with respect to such Resale Registration Statement and the Holders, may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to such a Resale Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event (x) on more than two occasions during any rolling 12-month period, (y) for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or (z) for more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares Securities pursuant to the Resale Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; , (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization combination or other significant transaction involving the Company, (B) after upon the advice of counsel, the sale of Registrable Shares Securities pursuant to the Resale Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law or SEC Guidance, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Resale Registration Statement (or such filings) to become effective or to promptly amend or supplement the Resale Registration Statement on a post-effective basis, as applicable; , or (iii) the Company shall have determined in good faith, after upon the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Resale Registration Statement or file a post-effective amendment to the Resale Registration Statement in order to incorporate information into the Resale Registration Statement for the purpose of (A) including in the Resale Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; , (B) reflecting in the Prospectus included in the Resale Registration Statement any facts or events arising after the effective date of the Resale Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; therein or (C) including in the Prospectus included in the Resale Registration Statement any material information with respect to the plan of distribution not disclosed in the Resale Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Resale Registration Statement to become effective or to promptly amend or supplement the Resale Registration Statement on a post-effective basis or to take such other action or actions as is necessary to make resumed use of the Resale Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Resale Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel the Holders and the Holders Review Parties with respect to such Resale Registration Statement to suspend sales of the Registrable Shares Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Resale Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares Securities pursuant to such Resale Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will shall deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares Securities pursuant to the Resale Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel the Review Parties with respect to such Resale Registration Statement in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Resale Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and shall provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the Company independent members of the Board of Directors that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12 month period commencing on the Closing Date or more than sixty (60) 60 days in any rolling ninety (90)-day 90 day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company majority of the independent members of the Board of Directors shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) either (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, transaction or information or (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirementstransaction, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company majority of the independent members of the Board of Directors shall have determined in good faith, after upon the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; (3) correcting any misstatement or omission in the Registration Statement or the Prospectus included therein; or (C4) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to Without limiting the other provisions of this Section 6 and 2, each Holder agrees that, if so requested by the Corporation upon a good faith determination by the Company Corporation’s board of directors (the “Board”) that it is in the best interests of the Company to suspend the use imposition of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine “Suspension Period” is necessary and advisable (but to enable the Corporation to pursue the objectives described in no event for more than an aggregate of ninety (90) days in this Section 2.6, not to effect any rolling twelve (12)-month period commencing on the Closing Date offer or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares securities pursuant to the Registration Statement would have a material adverse effect on Statement, or otherwise, or engage in any hedging or other transaction intended to reduce or transfer the Company’s primary Underwritten Offering; risk of ownership for any period (not to exceed 45 days) reasonably deemed necessary (i) by the Corporation or any underwriter in connection with the offering of securities by the Corporation for its own account or (ii) by the Company shall have determined Corporation in good faith that connection with any proposal or plan by the Corporation to engage in any material financing or material acquisition or disposition by the Corporation or any subsidiary thereof of the securities or substantially all of the assets of any other person (A) other than in the ordinary course of business), any tender offer or sale of any Registrable Shares would materially impedemerger, delay consolidation, corporate reorganization, strategic partnership arrangement or interfere with any proposed financingrestructuring or other similar transaction (each, offer or sale a “Business Combination”) material to the Corporation and its subsidiaries taken as a whole. Any period during which the Corporation fails to keep the Registration Statement effective and usable for resales of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving requires pursuant to this Section 2.6 that the Company, (B) after the advice Holders not effect sales of counsel, the sale of Registrable Shares securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required Statement, is hereafter referred to be disclosed under applicable law and (C) (1) the Company has as a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect “Suspension Period”. A Suspension Period shall commence on the Company or date set forth in a written notice by the Company’s ability Corporation to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances Holders that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become is no longer effective or to promptly amend or supplement that the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date is no longer usable for resales of the Registration Statement (or of the most recent post-effective amendment) thatsecurities or, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 62.6, and shall end on the Company agrees that it shall extend date when each Holder of securities covered by the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide either receives copies of the supplemented or amended Prospectus necessary to resume sales.prospectus contemplated by Section 2.3 or is advised in writing by the Corporation that use the prospectus or sales may be resumed. The Corporation may only impose a Suspension Period on the Holders two (2) times during any twelve (12) month period. The obligation under Section

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in compliance with the terms hereof and that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR, Selling Holders’ Counsel, if any, and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date closing date of the transactions contemplated by the Purchase/Placement Agreement or more than sixty thirty (6030) days in any rolling ninety (90)-day period), and no more than three (3) separate times in any twelve (12)-month rolling period, if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares of Common Stock by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) a majority of the Board of Directors of the Company shall have determined (including at least a majority of the independent directors) determines in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose purposes for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the Board of Directors of the Company shall have determined (including at least a majority of the independent directors) determines in good faith, after upon the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided such period of time shall not be extended beyond the date that the shares of Common Stock covered by such Registration Statement are no longer Registrable Shares.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “Board of Directors”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationinformation or (4) to correct any material misstatement or omission in the Registration Statement. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and to the Selling Holders, may direct the Selling Holders to suspend sales of the Registrable Shares pursuant to such the Registration Statement for such times as the Company reasonably may determine is necessary and or advisable (but in no event for more than an aggregate of ninety sixty (9060) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s 's primary Underwritten Offeringoffering; or (ii) pending negotiations relating to, or the consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information (or such filings) and which has not otherwise required been so disclosed, (y) as to be disclosed under applicable law and (C) (1) which the Company has a bona fide business purpose for preserving the confidentiality of such transactionconfidentiality, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3z) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such reasonable action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes If the Company to suspend suspends the use effectiveness of a Registration Statement (a “"Suspension Event”"), the Company shall give written notice (a “"Suspension Notice”") to Stifel FBR and to the Selling Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use effectiveness of the Registration Statement as promptly as possible. The Selling Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received receipt of a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below)Notice. If so directed by the Company, each Selling Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Selling Holder’s 's possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Selling Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Selling Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. In the event that the suspension periods would exceed the periods set forth in Section 5(a), the Company shall send notice thereof to the Selling Holders and FBR in the manner described above. (c) Notwithstanding any provision herein to the contrary, if If the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by on which the Selling Holders of shall have received the Suspension Notice to and including the date of receipt by the when Selling Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by 5, the Company that it is in the best interests of the Company to Issuer may suspend the use effectiveness of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement Statement, in each case by written notice to FBR and the Holders, for such times as the Company Issuer reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date Time or more than sixty (60) days in any rolling ninety (90)-day period), and no more than three (3) separate times in any rolling 12-month period) if any of the following events shall occur: (i) the representative(s) of the underwriter(s) managing underwriter of an Underwritten Offering of primary shares Shares by the Company Issuer has advised the Company Issuer that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Issuer's primary Underwritten Offeringoffering; (ii) the Company shall have determined majority of the members of the Board of Trustees of the Issuer in good faith determine that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the CompanyIssuer, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company Issuer or the Company’s Issuer's ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirementstransaction, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company majority of the members of the Board of Trustees of the Issuer shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) thatthat individually, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspensionsuspension described in (ii) and (iii) above, the Company Issuer shall use its reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company Issuer to suspend the use of a Registration Statement (a “"Suspension Event”"), the Company Issuer shall give written notice (a “"Suspension Notice”") to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and certify, by an officer of the Issuer, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company Issuer is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received receiving a Suspension Notice from the Company Issuer and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CompanyIssuer, each Holder will deliver to the Company Issuer (at the expense of the CompanyIssuer) all copies copies, other than permanent file copies copies, then in such Holder’s 's possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the CompanyIssuer, which End of Suspension Notice shall be given by the Company Issuer to the Holders and Stifel in the manner described above FBR promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to Without limiting the other provisions of this Section 6 and 2, each Holder agrees that, if so requested by the Corporation upon a good faith determination by the Company Corporation’s board of directors (the “Board”) that it is in the best interests of the Company to suspend the use imposition of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine “Suspension Period” is necessary and advisable (but to enable the Corporation to pursue the objectives described in no event for more than an aggregate of ninety (90) days in this Section 2.6, not to effect any rolling twelve (12)-month period commencing on the Closing Date offer or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares securities pursuant to the Registration Statement would have a material adverse effect on Statement, or otherwise, or engage in any hedging or other transaction intended to reduce or transfer the Company’s primary Underwritten Offering; risk of ownership for any period (not to exceed 45 days) reasonably deemed necessary (i) by the Corporation or any underwriter in connection with the offering of securities by the Corporation for its own account or (ii) by the Company shall have determined Corporation in good faith that connection with any proposal or plan by the Corporation to engage in any material financing or material acquisition or disposition by the Corporation or any subsidiary thereof of the securities or substantially all of the assets of any other person (A) other than in the ordinary course of business), any tender offer or sale of any Registrable Shares would materially impedemerger, delay consolidation, corporate reorganization, strategic partnership arrangement or interfere with any proposed financingrestructuring or other similar transaction (each, offer or sale a “Business Combination”) material to the Corporation and its subsidiaries taken as a whole. Any period during which the Corporation fails to keep the Registration Statement effective and usable for resales of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving requires pursuant to this Section 2.6 that the Company, (B) after the advice Holders not effect sales of counsel, the sale of Registrable Shares securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required Statement, is hereafter referred to be disclosed under applicable law and (C) (1) the Company has as a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect “Suspension Period”. A Suspension Period shall commence on the Company or date set forth in a written notice by the Company’s ability Corporation to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances Holders that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become is no longer effective or to promptly amend or supplement that the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date is no longer usable for resales of the Registration Statement (or of the most recent post-effective amendment) thatsecurities or, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 62.6, and shall end on the Company agrees that it shall extend date when each Holder of securities covered by the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide either receives copies of the supplemented or amended Prospectus necessary prospectus contemplated by Section 2.3 or is advised in writing by the Corporation that use the prospectus or sales may be resumed. The Corporation may only impose a Suspension Period on the Holders two (2) times during any twelve (12) month period. The obligation under Section 2.3 to resume saleskeep the Registration Statement effective shall not include any period of time such Registration Statement was subject to a Suspension Period.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day periodTime), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) pending negotiations relating to, or the consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information (or such filings) and which has not otherwise required been so disclosed, (y) as to be disclosed under applicable law and (C) (1) which the Company has a bona fide business purpose for preserving the confidentiality of such transactionconfidentiality, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3z) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or faith that it is in the best interests of the Company and its stockholders to supplement suspend the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into use of the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information reasons other than as set forth therein; or in subparagraphs (Ci) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationand (ii) above. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use effectiveness of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Selling Holders, may direct the Selling Holders to suspend sales of the Registrable Shares pursuant to such the Registration Statement for such times as the Company reasonably may determine is necessary and or advisable (but in no event for more than an aggregate of ninety sixty (9060) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s 's primary Underwritten Offeringoffering; or (ii) pending negotiations relating to, or the consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information (or such filings) and which has not otherwise required been so disclosed, (y) as to be disclosed under applicable law and (C) (1) which the Company has a bona fide business purpose for preserving the confidentiality of such transactionconfidentiality, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3z) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such reasonable action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes If the Company to suspend suspends the use effectiveness of a Registration Statement pursuant to Section 5(a) hereof (a “"Suspension Event”"), the Company shall give written notice (a “"Suspension Notice”") to Stifel and the Selling Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use effectiveness of the Registration Statement as promptly as possible. The Selling Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received receipt of a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Selling Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Selling Holder’s 's possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Selling Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Selling Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. In the event that the suspension periods would exceed the periods set forth in Section 5(a), the Company shall send notice thereof to the Selling Holders in the manner described above. (c) Notwithstanding any provision herein to the contrary, if If the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by on which the Selling Holders of shall have received the Suspension Notice to and including the date of receipt by the when Selling Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90-day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such the proposed transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction the proposed transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide any copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day periodDate), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose purposes for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, faith that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65 (or a suspension instruction pursuant to Section 4(f) hereof), the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice (or similar notice pursuant to Section 4(f) hereof) and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions provision of this Section 6 and a good faith determination by 5, the Company that it is in ---------------- --------- may defer filing or requesting the best interests of the Company to suspend the use effectiveness of a Registration Statement, or following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such the Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period)Statement, if any either of the following events shall occur: (i) the representative(ssuspension of sales is necessary to correct a material misstatement or omission in the applicable Registration Statement or any document incorporated by reference therein, (ii) of the underwriter(s) of an Company is engaged in a primary Underwritten Offering of primary shares by its securities and the Company has advised managing underwriter(s) informs the Company that the sale of Registrable Shares pursuant to shares under the Registration Statement would have a material adverse effect on impair the Company’s primary Underwritten Offering; pricing or commercial practicability of the offering, or (iiiii) if (A) the Company shall have determined is engaged in negotiations relating to, or the consummation of, a material transaction or (B) an event has occurred that would require additional disclosure of material information by the Company in the Registration Statement or the documents incorporated by reference therein, in either case as to which the Board of Directors of the Company determines in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) which renders the Company unable to comply with Commission the Commission's disclosure requirements, in each case under circumstances that would make it impractical but such suspension shall continue only for so long as such event or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it its effect is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationcontinuing. Upon the occurrence of any such suspensionevent, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestsbasis, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) Shares. In the case of an event that which causes the Company to suspend the use effectiveness of a Registration Statement (a “"Suspension Event”"), the Company shall may give written notice (a “"Suspension Notice”") to Stifel and the Holders at the addresses set forth in the stock transfer records of the Company to suspend sales of the Registrable Shares and such notice shall state generally so that the basis for Company may amend or update the notice and Registration Statement; provided, however, that such suspension shall continue only for so -------- ------- long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use effectiveness of the Registration Statement as promptly as possible. In no case shall a suspension of sales pursuant to this Section 5 continue for a total of more than 120 days out --------- of any one-year period and no more than 180 days in any two-year period. The Warrant Exercise Term (as defined in the applicable Warrant Agreement) of any Company Warrants outstanding at the time of any Suspension Event shall be extended for a period of time equal to the duration of the resulting suspension. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received receipt of a Suspension Notice from the Company (and prior to receipt of an End of Suspension Notice (as defined below)). If so directed requested by the Company, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies in their possession, other than permanent file copies then in such Holder’s possession the Holders' possession, of the Prospectus covering the such Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “Board of Directors”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12 month period commencing on the Closing Date or more than sixty (60) 60 days in any rolling ninety (90)-day 90 day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 7 and a good faith determination by a majority of the Company Board of Directors that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal federal, state or state provincial securities commissions), the Company, by written notice to Stifel and the applicable Holders, may direct the applicable Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12 month period commencing on the Closing Date or more than sixty (60) 60 days in any rolling ninety (90)-day 90 day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters, if applicable, or the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company majority of the Board of Directors shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law Law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company majority of the Board of Directors shall have determined in good faith, after the advice of counsel, that it is required by lawLaw, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the Prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the applicable Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the applicable Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The applicable Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each applicable Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such applicable Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The applicable Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the applicable Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 67, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the applicable Holders of the Suspension Notice to and including the date of receipt by the applicable Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “Board of Directors”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company majority of the independent members of the Board of Directors shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the Prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 1 of Exhibit A and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such the Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the HoldersPurchaser, may direct the Holders Purchaser to suspend sales of the Registrable Elected Shares pursuant to such the Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days or more than 45 days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day consecutive 90-day period), if any of the following events shall occur: (i) the representative(s) majority of the underwriter(s) Board of an Underwritten Offering Directors of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Elected Shares would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Elected Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) renders the Company unable to comply with Commission SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) the majority of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus (the “Prospectus”) included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders Purchaser to resume sales of the Registrable Elected Shares as soon as possible., and in no event shall any such suspension exceed the time periods specified in the first sentence of this Section 1(a) of Exhibit A. (b) In the case of an event that causes the Company to suspend the use of a the Registration Statement pursuant to Section 1(a) of this Exhibit A (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders Purchaser to suspend sales of the Registrable Elected Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders Purchaser shall not effect any sales of the Registrable Elected Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder Purchaser will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such HolderPurchaser’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders Purchaser may recommence effecting sales of the Registrable Elected Shares pursuant to the Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel Purchaser in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 61 of Exhibit A, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders Purchaser of the Suspension Notice to and including the date of receipt by the Holders Purchaser of the End of Suspension Notice and provide copies of the Prospectus as supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety sixty (9060) days in any rolling twelve (12)-month period commencing on the Closing Date Time or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares pursuant to the Mandatory Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; or (ii) pending discussions relating to, or the consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company shall have determined in good faith that the Mandatory Registration Statement (Aor such filings) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Companyand which has not been so disclosed, (By) after the advice of counsel, the sale of Registrable Shares pursuant as to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) which the Company has a bona fide business purpose for preserving the confidentiality of such transactionconfidentiality, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3z) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, as applicable; or . Upon the earlier to occur of (iiii) the Company shall have determined in good faithdelivering to the Holders and FBR an End of Suspension Notice, after as hereinafter defined, or (ii) the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests end of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of sixty (A60) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspensiondays, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. The Company shall have the right to suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65 with respect to any Mandatory Registration Statement, the Company agrees that it shall extend the period of time during which the applicable such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales; provided such period of time shall not be extended beyond the date that Shares or Additional Shares are not Registrable Shares.

Black-Out Period. (a) Subject to the provisions of this Section 6 4 and a good faith determination by a majority of the members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety sixty (9060) days in any rolling twelve (12)-month period commencing on the Closing Date Date, or more than sixty thirty (6030) days in any rolling ninety (90)-day period), and no more than two (2) separate times in any rolling twelve (12)-month period) if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an a primary Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the managing underwriters for such Underwritten Offering that the sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) a majority of the members of the Board of Directors of the Company shall have determined in good faith determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would could have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical impracticable or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; , (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; , or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. . Notwithstanding the foregoing, (bx) In the case of an event that causes the Company to may not suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect pursuant to clauses (i) or (ii) of this Section 4(a) unless it simultaneously suspends the registration statements relating to any sales other securities of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from Company which the Company has filed and prior to receipt maintains for resale of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies such securities other than permanent file copies then in such Holder’s possession Registrations on Form S-8 (“Other Registrations”) and (y) the suspension of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (shall not commence earlier than, or such filings) following further notice to such effect (an “End of Suspension Notice”) from end later than, the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion suspension of any Suspension Event and its effectOther Registration. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “Board of Directors”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12 month period commencing on the Closing Date or more than sixty (60) 60 days in any rolling ninety (90)-day 90 day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after obtaining the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after obtaining the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to 4.1 Following the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests filing of the Company a Selling Stockholder Prospectus Supplement pursuant to suspend the use of a Registration StatementSection 2(a) or, following the effectiveness of such Registration Statement if necessary, Section 2(b) hereof (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, Company may direct the Holders Holder to suspend sales of the Registrable Shares pursuant to such Registration Statement Securities for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period)advisable, if any of including the following events shall occurevents: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of underwritten primary shares offering by the Company has advised where the Company is advised by the underwriters for such offering that the sale of Registrable Shares pursuant to under the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required (or such filings), (y) as to be disclosed under applicable law and (C) (1) which the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3z) which renders the Company unable to comply with Commission SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) 4.2 In the case of an event that which causes the Company to suspend the use effectiveness of a Registration Statement (a “Suspension Event”), the Company shall may give written notice (a “Suspension Notice”) to Stifel and the Holders Holder to suspend sales of the Registrable Shares and so that the Company may correct or update the Registration Statement (or such notice shall state generally the basis for the notice and filings); provided, however, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible(a “Suspension Period”). The Holders shall Holder agrees that it will not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below)Company. If so directed by the Company, each the Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holders Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effectthe effectiveness of any required amendment or supplement to the Registration Statement. (c4.3 Notwithstanding the provisions of Sections 4(a) Notwithstanding any provision herein and 4(b) hereof to the contrary: (i) no Holder shall be subject to the provisions of Sections 4(a) and 4(b) hereof for a period of time in excess of one hundred twenty (120) days; and (ii) no Suspension Notice may be given more than once in any twelve (12) month period. Moreover, notwithstanding Sections 2(a) and 2(b) hereof, if the Company shall give a Suspension Notice pursuant to this Section 64, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales. 4.4 During any Suspension Period or at any time the Company is in default of its obligations to register the Registrable Securities pursuant to Section 2 hereof, the Holder may notify the Company in writing (a “Sales Notice”) that it desires to sell a specified number of its Registrable Securities (each a “Covered Security” and, together, the “Covered Securities”). If the Company fails within 30 days following receipt of such Sales Notice to deliver the End of Suspension Notice or register the Registrable Securities pursuant to Section 2 hereof, as applicable, the Company shall begin to accrue on the day after such 30th day a cash payment amount equal to the product of: (i) the 30-day U.S. Treasury rate as reported in the Wall Street Journal on the 30th day after the Company’s receipt of the Sales Notice (the “Default Date”), or if such date is not a trading day, the most recent trading day immediately preceding such date; (ii) the last reported sale price per share of the Common Stock at the close of trading on the NYSE on the Default Date, or if such date is not a trading day, the most recent trading day immediately preceding such date; and (iii) the specified number of Covered Securities as set forth in the Sales Notice. This cash payment amount shall accrue, on a daily non-compounding basis until but excluding the day the Company delivers an End of Suspension Notice or complies with Section 2 hereof, as applicable (the “Cure Date”). The cash payment amount shall be payable two (2) business days after the Cure Date. Notwithstanding the foregoing, no Sales Notice may be given in respect of Registrable Securities that represent shares of Common Stock that may be issued in connection with a redemption of the Series B Preferred Stock unless and until such shares of common stock have been issued in satisfaction of a redemption request by the Holder in lieu of a cash redemption price. The accrual of the cash payment amount under this Section 4(d) shall be the Holder’s sole remedy for the Company’s failure to file a Selling Stockholder Prospectus Supplement or a New Registration Statement, as applicable, pursuant to its obligations under this Agreement.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days 90)-days in any rolling twelve (12)-month period commencing on the Closing Date Time, or more than sixty thirty (60) days 30)-days in any rolling ninety (90)-day period), and no more than three (3) separate times in any rolling 12 month period) if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an a primary Underwritten Offering of primary shares by the Company has advised where the Company is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith determine that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical impracticable or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus Prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders and FBR to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and certify, by an officer of the Company, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65 with respect to any Registration Statement, the Company agrees that it shall extend the period of time during which the applicable such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the a Suspension Notice to and including the date of receipt by the when Holders of the shall have received an End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided such period of time shall not be extended beyond the date that Shares are not Registrable Shares.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by 5, the Company that it is shall be permitted, in the best interests of the Company limited circumstances, to suspend the use use, from time to time, of the Prospectus that is part of a Registration Statement, following the effectiveness of such Shelf Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to therefore suspend sales of the Registrable Shares pursuant to under such Registration Statement Statement), by providing written notice (a “Suspension Notice”) to the Holders, making a filing with the SEC or such other means that the Company reasonably believes to be a reliable means of communication, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 120 days in any rolling twelve (12)-month 12-month period commencing on the Closing Date or more than sixty (60date of this Agreement, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause the post-effective amendment to be declared effective by the SEC, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the managing underwriter(s) of an in any Underwritten Offering of primary shares of Common Stock by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offeringoffering; (ii) a majority of the Board of Directors of the Company shall have determined determines in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-non public material information not otherwise required to be disclosed under applicable law law, and (C) (1x) the Company has a bona fide business purpose purposes for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) such transaction renders the Company unable to comply with Commission SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-post effective basis, as applicable; or (iii) a majority of the Board of Directors of the Company shall have determined determines in good faith, after upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate ensure that the Prospectus (1) contains the information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities 1933 Act; (B2) reflecting in the Prospectus included in the Registration Statement discloses any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement discloses any material information with respect to the plan of distribution that was not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) Notice to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders A Holder shall not effect affect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above Holders, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 7 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “Board of Directors”) that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal federal, state or state provincial securities commissions), the Company, by written notice to Stifel and the applicable Holders, may direct the applicable Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12 month period commencing on the Closing Date or more than sixty (60) 60 days in any rolling ninety (90)-day 90 day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters, if applicable, or the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company majority of the independent members of the Board of Directors shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law Law, and (C) (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company majority of the independent members of the Board of Directors shall have determined in good faith, after the advice of counsel, that it is required by lawLaw, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the Prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the applicable Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the applicable Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The applicable Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each applicable Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such applicable Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The applicable Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the applicable Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 67, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the applicable Holders of the Suspension Notice to and including the date of receipt by the applicable Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, 5 following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and Company may direct the Holders, may direct the Holders in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling consecutive twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling consecutive ninety (90)-day period, except as a result of a request pursuant to Section 7 hereof or as a result of a review of any post-effective amendment by the Commission prior to declaring any post effective amendment to the Registration Statement effective, provided the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering's initial public offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (A1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company, (B2) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law law, and (C3) either (1x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Company or the Company’s 's ability to consummate such transaction transaction, or (3z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) reflecting in the Prospectus prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most most-recent post-effective amendment) that, individually or in the aggregate, represent represents a fundamental change in the information set forth therein; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Company shall give written notice (a “"Suspension Notice”") to Stifel Xxxxxxx Xxxxx and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders No Holder shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined belowhereinafter defined). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel Xxxxxxx Xxxxx in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Subject to the provisions of this Section 6 5 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a the Registration Statement, following the effectiveness of such a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day 90) day period), if any of the following events shall occur: (i) the representative(s) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on a primary Underwritten Offering by the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 65, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.