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.

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.

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.

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.

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 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 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.

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.

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.

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.

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, 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 KBW 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 period), if any of the following events shall occur: (i) the representative(s) of the managing 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 Offeringoffering; (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 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) 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 the Company 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 Prospectus 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 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. In no event may a suspension last for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or for more than an aggregate of sixty (60) days in any rolling ninety (90) day period, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company shall have used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. 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.

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 Registration Statement, Statement following the effectiveness of such the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) 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 Selling Holders’ Counsel, if any, and the HoldersHolders (a “Suspension Notice”), may shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares Securities 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 managing underwriter(s) of an Underwritten Offering of primary shares by the Company has advised the Company that the offer or sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Board of Directors of the Company shall have determined in good faith has determined 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 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 Board of Directors of the Company shall have 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 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 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 Securities as soon as possiblepracticable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 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 its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

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 EXHIBIT 4.2 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 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) 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 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 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-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.

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.

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 possiblepracticable. In no event 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 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 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”), 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 Interests pursuant to the Registration Statement until the Suspension Event has ended.

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.

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.

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.

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 possiblepracticable. In no event 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 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 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”), 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 Interests pursuant to the Registration Statement until the Suspension Event has ended.

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.

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.

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.

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.

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.

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.

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.

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 the Initial Purchaser and to 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)advisable, 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; 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 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.

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 FBR and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders, may 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) representative of the underwriter(s) underwriters of an Underwritten Offering of primary shares by common stock of 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 Board of Directors of the Company shall have determined 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 Board of Directors of the Company shall have 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 possiblepracticable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) month period for more than forty-five (45) consecutive days or for more than an aggregate of ninety (90) days, except as a 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 terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

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. In the case of an event which causes the Company to suspend the effectiveness of a Registration Statement (a "Suspension Event"), the Company may give written notice (a "Suspension Notice") to the Holders at the addresses set forth in the stock transfer records of the Company to suspend sales of the Registrable Shares so that the Company may amend or update the Registration Statement; provided, however, that such suspension shall continue only for so -------- ------- long as soon the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the 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 at any time after receipt of a Suspension Notice from the Company (and prior to receipt of an End of Suspension Notice (defined below)). If so requested by the Company, 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 the Holders' possession, of the Prospectus covering 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 in the manner described above promptly following the conclusion of any Suspension Event.

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.

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.

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.

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 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.

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.

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.

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.

Black-Out Period. (a) Subject to the provisions provision of this Section 6 and a good faith determination by SECTION 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. In the case of an event which causes the Company to suspend the effectiveness of a Registration Statement (a "Suspension Event"), the Company may give written notice (a "Suspension Notice") to the Holders at the addresses set forth in the stock transfer records of the Company to suspend sales of the Registrable Shares so that the Company may amend or update the Registration Statement; PROVIDED, HOWEVER, that such suspension shall continue only for so long as soon the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the 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 at any time after receipt of a Suspension Notice from the Company (and prior to receipt of an End of Suspension Notice (defined below)). If so requested by the Company, 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 the Holders' possession, of the Prospectus covering 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 in the manner described above promptly following the conclusion of any Suspension Event.

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.

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.

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.

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 the Initial Purchaser and to 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)advisable, 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 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.

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.

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.