Common use of Black-Out Period Clause in Contracts

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, following the effectiveness of a Registration Statement, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Corporation reasonably may determine is necessary and advisable (but for no more than an aggregate of one hundred (120) days in any rolling 12-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall occur: (i) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Corporation, (B) upon the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (3) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation 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, represents a fundamental change in the information set forth therein, or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv), the Corporation shall use its 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 Corporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicable. (b) In the case of an event that causes the Corporation to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Securities. The Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after they have received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Corporation, each Holder will deliver to the Corporation (at the expense of the Corporation) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Corporation, which End of Suspension Notice shall be given by the Corporation to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation shall give a Suspension Notice pursuant to this Section 5, the Corporation agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 5, 5 following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company may direct the Holders Holders, in accordance with Section 5(b) ), to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month consecutive twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling consecutive 90-day period period, except as a result of such events (after excluding the days between the filing a review of any post-effective amendment to a registration statement with by the Commission as a result of such events through prior to declaring any post-effective amendment to the day Registration Statement effective, provided the Company has used all commercially reasonable efforts to cause such post-effective amendment is to be declared effective), if any of the following events shall occur: (i) the representative of 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 initial public offering; (ii) the majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith that (A1) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the CorporationCompany, (B2) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C3) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the Corporation’s Company's ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 Corporation’s Company's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Corporation Company shall give written notice (a “"Suspension Notice”") to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders No Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation shall give a Suspension Notice pursuant to this Section 5, the Corporation agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, subject if the Board reasonably determines that the registration and distribution of Registrable Securities (i) would reasonably be expected to impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, merger, corporate reorganization, segment reclassification or discontinuation of operations, or other significant transaction or any negotiations, discussions or pending proposals with respect thereto, involving the provisions Company or any of this Section 5its Subsidiaries, following or (ii) would require disclosure of non-public material information, the disclosure of which would reasonably be expected to adversely affect the Company, the Company shall (x) be entitled to postpone the filing or effectiveness or suspend the effectiveness of a Registration Statement, registration statement and/or the Corporation may direct the Holders in accordance with Section 5(b) use of any prospectus for a period of time not to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Corporation reasonably may determine is necessary and advisable (but for no more than an aggregate of one hundred (120) days in any rolling 12-month period commencing on the Closing Date (provided that no more than exceed sixty (60) days and (y) promptly give the Stockholders written notice of such one hundred twenty postponement or suspension (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall occur: (i) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Corporation, (B) upon the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information which notice need not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (3) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation 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, represents a fundamental change in the information set forth therein, or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv), the Corporation shall use its 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 Corporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicable. (b) In the case of an event that causes the Corporation to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Securities. The Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after they have received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Corporation, each Holder will deliver to the Corporation (at the expense of the Corporation) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Corporation, which End of Suspension Notice shall be given by the Corporation to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to such suspension); provided, that the suspension Company shall not utilize the right described in Section 3.1(b) more than once in any six (6) month period and provided further that the Company may extend such period to be up to ninety (90) days in the aggregate, but if it elects to do so it shall not be permitted to impose a subsequent black out period until a time that is more than six (6) months after the end of such extended black out period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise Notwithstanding anything to the suspension period. (ccontrary set forth herein, any application of the provisions of Section 2.2(c) Notwithstanding any provision herein to of this Agreement that results in a postponement of the contrary, if the Corporation shall give effectiveness of a Suspension Notice registration statement pursuant to this Section 5, 3.1(e) shall not be included in calculating the Corporation agrees that it shall extend the 60-day period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the or 90-day period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume salesabove.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, 5 following the effectiveness of a Registration Statement, the Corporation Company may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but for no more than an aggregate of one one-hundred (120) days in any rolling 12-month twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall occur: (i) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith that (A1) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the CorporationCompany, (B2) upon after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C3) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith that (A1) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B2) the disclosure of this material non-public information would be detrimental to the CorporationCompany; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation Company shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation Company may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv), the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicable. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Securities. The Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after they have received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation Company shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, following the effectiveness of a Registration Statement, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Corporation reasonably may determine is necessary and advisable (but for no more than an aggregate of one one-hundred (120) days in any rolling 12-month twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall occur: (i) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A1) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Corporation, (B2) upon after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C3) either (1x) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A1) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B2) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv), the Corporation shall use its 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 Corporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicable. (b) In the case of an event that causes the Corporation to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Securities. The Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after they have received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Corporation, each Holder will deliver to the Corporation (at the expense of the Corporation) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Corporation, which End of Suspension Notice shall be given by the Corporation to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation shall give a Suspension Notice pursuant to this Section 5, the Corporation agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 55 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-ninety (90-) day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: (i) the representative of 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 offering; (ii) the majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the Corporation’s Company's ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to promptly amend or supplement the Registration Statement; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation 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 Corporation’s Company's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Corporation Company shall give written notice (a “"Suspension Notice”") to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 56 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling twelve (12-) month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling ninety (90-) day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: (i) the representative of 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 majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, represents 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 56, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 56 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling twelve (12-) month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling ninety (90-) day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: (i) the representative of 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 majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation 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 Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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-most recent post-effective amendment) that, individually or in the aggregate, represents 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation 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-post- effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 56, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 55 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month twelve (12)-month period commencing on the Closing Date (provided that no or more than sixty forty five (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (6045) days in any rolling 90-day period as a result of such events period, and no more than three (after excluding the days between the filing of 3) separate times in any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiverolling twelve (12)-month period), if any of the following events shall occur: (i) the representative of 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 offering; (ii) the majority of the independent members of the Board board of Directors directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company is unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board board of Directors directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, that individually or in the aggregate, aggregate 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and certify, by an officer of the Company, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 55 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 is in the best interests of the Company to suspend the use of the Registration Statement (and the filings with any international, following the effectiveness of a Registration Statementfederal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month twelve (12)-month period commencing on the Closing Date (provided that no Time or more than sixty thirty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (6030) days in any rolling 90ninety (90)-day period, and no more than six (6) separate times in any rolling twenty-day period as a result of such events four (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), 24)-month period) if any of the following events shall occur: (i) a majority of the independent members of the Board of Directors of the Corporation shall have determined Company in good faith determine that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any material proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation consolidation, debt or equity financing or other significant similar material transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transactiontransaction 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 (3) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Corporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have received receiving a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to FBR and the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 55 with respect to any Registration Statement, the Corporation Company agrees that it shall extend the period of time during which the applicable such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the a Suspension Notice to and including the date of receipt by the when Holders of the shall have received an End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided such period of time shall not be extended beyond the date that Shares are no longer Registrable Shares.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 56 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred (120) 90 days in any rolling 12-month period commencing on the Closing Date (provided that no or more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) 60 days in any rolling 90-day period period), so long as in each of the following cases the Prior Holders are given a result of such events (after excluding substantially similar notice and are required to suspend sales for the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)same period, if any of the following events shall occur: (i) the representative of 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 majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders disclosure would render the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon 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 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, represents 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares. Such notice shall not be required to state the basis for the notice if such basis is confidential. Such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as reasonably practicable. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 56, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, 5 following the effectiveness of a Registration Statement, the Corporation Partnership may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Corporation Partnership reasonably may determine is necessary and advisable (but for no more than an aggregate of one one-hundred (120) days in any rolling 12-month twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall occur: (i) a majority of the members of the Board of Directors of the Corporation Partnership shall have determined in good faith that (A1) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the CorporationPartnership, (B2) upon after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C3) either (1x) the Corporation Partnership has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Partnership or the Corporation’s Partnership's ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Partnership unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation Partnership shall have determined in good faith that (A1) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B2) the disclosure of this material non-public information would be detrimental to the CorporationPartnership; (iii) a majority of the members of the Board of Directors of the Corporation Partnership shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation Partnership shall have determined to convert the Resale Shelf Registration Statement on Form S-1 to a Resale an S-3 Shelf Registration Statement on Form S-3Statement. In addition, the Corporation Partnership may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c)) hereof. Upon the occurrence of any such suspension under clauses (iii) or (iv), the Corporation Partnership shall use its 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 Corporation’s Partnership's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicable. (b) In the case of an event that causes the Corporation Partnership to suspend the use of a Registration Statement (a “"Suspension Event”"), the Corporation Partnership shall give written notice (a “"Suspension Notice”") to the Holders to suspend sales of the Registrable Securities. The Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Partnership and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationPartnership, each Holder will deliver to the Corporation Partnership (at the expense of the CorporationPartnership) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the CorporationPartnership, which End of Suspension Notice shall be given by the Corporation Partnership to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation Partnership shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Partnership shall give a Suspension Notice pursuant to this Section 5, the Corporation Partnership agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 56 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to Group, may direct the Holders in accordance with Section 5(b) Group to suspend sales of the Registrable Securities Group Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred (120) 90 days in any rolling consecutive 12-month period commencing on the Closing Date (provided that no date of this Agreement or more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) 45 days in any rolling consecutive 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: (i) a the majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Group 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, consolidation reorganization or other significant material transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Group Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation 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 (ii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders Group to resume sales of the Registrable Securities Group Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement pursuant to Section 6(a) (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to the Holders Group to suspend sales of the Registrable SecuritiesGroup Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders Group shall not effect any sales of the Registrable Securities Group Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder Group will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such HolderGroup’s possession of the Prospectus covering the Registrable Securities Group Shares at the time of receipt of the Suspension Notice. The Holders Group may recommence effecting sales of the Registrable Securities Group Shares pursuant to the Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders Group in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 56, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders Group of the Suspension Notice to and including the date of receipt by the Holders Group of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 55 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR, Selling Holders' Counsel, if any, and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred (120) 90 days in any rolling 12-12 month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result closing date of the following events (after excluding transactions contemplated by the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectivePurchase/Placement Agreement), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering 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 Underwritten Offering; (ii) a majority of the members independent directors of the Board of Directors of the Corporation shall have determined Company determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant similar material transaction involving the Corporation, (B) upon the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, Company; or (3) the proposed transaction renders the Corporation unable to comply with Commission requirements; (iiiii) a majority of the members independent directors of the Board of Directors of the Corporation shall have determined Company determines in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation 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 financial information 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its commercially every reasonable efforts effort 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 Corporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Corporation shall Company shall-give written notice (a “"Suspension Notice”") to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using every reasonable effort and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further written notice to such effect (an “"End of Suspension Notice”") from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable such Registration Statement shall be maintained effective pursuant to this Agreement by one times the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented and or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Stock covered by such Registration Statement remain Registrable Shares shall be commensurately extended.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 56 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling twelve (12-) month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling ninety (90-) day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: (i) the representative of 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 majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, represents 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 56, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 55 and a good faith determination by a majority of the independent members of the Board of Directors that it is in the best interests of the Company to suspend the use of the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred (120) of90 days in any rolling 12-month period commencing on the Closing Date (provided that no or more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) 60 days in any rolling 90-day period period), so long as in each of the cases the New Holders are given a result of such events (after excluding substantially similar notice and are required to suspend sales for the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)same period, if any of the following events shall occur: (i) the representative of 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 majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders disclosure would render the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, upon 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( 1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(310(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, represents 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable SecuritiesShares. Such notice shall not be required to state the basis for the notice if such basis is confidential. Such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as reasonably practicable. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such the Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 55 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling twelve (12-) month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling ninety (90-) day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: (i) the representative of 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 majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, represents 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 55 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling twelve (12-) month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling ninety (90-) day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: (i) the representative of 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 majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the Corporation’s Company's ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, represents 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation 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 Corporation’s Company's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Corporation Company shall give written notice (a “"Suspension Notice”") to the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 5, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company may direct the Holders Holders, in accordance with Section 5(b) ), to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month consecutive twelve (l2)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling consecutive 90-day period except as a result of such events (after excluding the days between the filing a review of any post-effective amendment to a registration statement with by the Commission as a result of such events through the day such prior to declaring any post-effective amendment is 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 of 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 initial public offering; (ii) the majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender tender-offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the Corporation, Company; (Biii) upon after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (3) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation Company shall have determined determine, in good faith faith, that (A) the Prospectus included in offer or sale of Registrable Shares pursuant to the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the would require disclosure of this material non-public material information not otherwise required to be disclosed under applicable law and (x) the Company has a bona fide business purposes for preserving the confidentiality of such information and (y) the nondisclosure of such information would be detrimental cause the Registration Statement to fail to comply with Commission requirements; or (iv) after the Corporation; (iii) a advice of counsel, the majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon that the advice of counsel, that it Company is required by law, rule or regulation or Commission published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its all 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 Corporation’s Company's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Corporation Company shall give written notice (a “"Suspension Notice”") to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders No Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 55 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 is in the best interests of the Company to suspend the use of the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) Time or for more than sixty (60) days in any rolling 90-day period as a result of such events ninety (after excluding the days between the filing of 90)-day period, and no more than three (3) separate times in any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), rolling 12 month period) if any of the following events shall occur: (i) a the majority of the independent members of the Board of Directors of the Corporation shall have determined Company in good faith determine that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any material proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant similar material transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Corporation Company or the Corporation’s Company's ability to consummate such transactiontransaction 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 (3) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation 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 permit resumed use of the Registration Statement compatible with the Corporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Corporation Company shall give written notice (a “"Suspension Notice”") to the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and certify, by an officer of the Company, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have received receiving a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation shall give a Suspension Notice pursuant to this Section 5, the Corporation agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 5, 5 following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company may direct the Holders Holders, in accordance with Section 5(b) ), to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month consecutive twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period consecutive ninety (90)-day period, except as a result of such events (after excluding the days between the filing a request pursuant to Section 7 hereof or as a result of a review of any post-effective amendment to a registration statement with by the Commission as a result of such events through prior to declaring any post effective amendment to the day Registration Statement effective, provided the Company has used all commercially reasonable efforts to cause such post-effective amendment is to be declared effective), if any of the following events shall occur: (i) the representative of 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 initial public offering; (ii) the majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith that (A1) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the CorporationCompany, (B2) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C3) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to Rxxxxxx Jxxxx and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders No Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined belowhereinafter defined). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and Rxxxxxx Jxxxx in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation shall give a Suspension Notice pursuant to this Section 5, the Corporation agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, following the effectiveness of a Registration Statement, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Corporation reasonably may determine is necessary and advisable (but for no more than an aggregate of one one-hundred (120) days in any rolling 12-month twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall occur: (i) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A1) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Corporation, (B2) upon after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C3) either (1x) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A1) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B2) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses clause (iii) or (iv), the Corporation shall use its 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 Corporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicable. (b) In the case of an event that causes the Corporation to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Securities. The Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after they have received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Corporation, each Holder will deliver to the Corporation (at the expense of the Corporation) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Corporation, which End of Suspension Notice shall be given by the Corporation to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation shall give a Suspension Notice pursuant to this Section 5, the Corporation agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 56 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling twelve (12-) month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling ninety (90-) day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: (i) the representative of 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 majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders disclosure would render the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, represents 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 56, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 5, 5 following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period period, except as a result of such events (after excluding the days between the filing a review of any post-effective amendment to a registration statement with by the Commission as a result of such events through prior to declaring any post-effective amendment to the day Registration Statement effective, provided the Company has used all commercially reasonable efforts to cause such post-effective amendment is to be declared effective), if any of the following events shall occur: (i) the representative of 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 initial public offering; (ii) the majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith that (A1) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the CorporationCompany, (B2) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C3) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 56 and a good faith determination by a majority of the independent members of the Board of Directors that it is in the best interests of the Company to suspend the use of a Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a such Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling twelve (12-) month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling ninety (90-) day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: : (i) the representative(s) of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to such Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) a majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after obtaining the advice of counsel, the sale of Registrable Securities Shares pursuant to the such Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transactiontransaction and/or information, (2) disclosure of such transaction and/or information would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3) the proposed transaction renders the Corporation Company unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation shall have determined , in good faith each case under circumstances that (A) the Prospectus included in the would make it impractical or inadvisable to amend or supplement such Registration Statement contains on a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuingpost-effective basis; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; or (iii) a majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith, upon after obtaining the advice of counsel, that it the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the such Registration Statement or file a post-effective amendment to the such Registration Statement in order to incorporate information into the such Registration Statement for the purpose of (A) including in the such Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B) reflecting in the Prospectus included in the such Registration Statement any facts or events arising after the effective date of the such Registration Statement or any misstatement or omission in the Prospectus (or of the most-most recent post-effective amendment) that, individually or in the aggregate, represents represent a fundamental change in the information set forth therein, ; or (C) including in the Prospectus included in the such Registration Statement any material information with respect to the plan of distribution not disclosed in the such Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the such 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares, and such Suspension Notice shall (i) generally describe the Suspension Event, (ii) state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing, and (iii) state that the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of such Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will shall deliver to the Corporation Company (at the expense of the CorporationCompany) all copies (other than permanent file copies then in such Holder’s possession possession) of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the such Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation shall give Company gives a Suspension Notice pursuant to this Section 56, the Corporation Company agrees that it shall (i) extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice Notice, and (ii) provide copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 5, 5 following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company may direct the Holders Holders, in accordance with Section 5(b) ), to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month consecutive twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling consecutive 90-day period period, except as a result of such events (after excluding the days between the filing a review of any post-effective amendment to a registration statement with by the Commission as a result of such events through prior to declaring any post-effective amendment to the day Registration Statement effective, provided the Company has used all commercially reasonable efforts to cause such post-effective amendment is to be declared effective), if any of the following events shall occur: (i) the representative of 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 initial public offering; (ii) the majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith that (A1) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the CorporationCompany, (B2) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C3) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, represents a fundamental change in the information set forth therein, ; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution or any information required under Item 507 of Regulation S-K not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders No Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (aA) Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, following Following the effectiveness of a Registration Statementregistration statement and filings with any state securities commissions, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Corporation reasonably may determine is necessary and advisable (but for no more than an aggregate of one hundred (120) days in any rolling 12-month period commencing on the Closing Date (provided agree that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall occur: (i) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Corporation, (B) upon the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (3) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation 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, represents a fundamental change in the information set forth therein, or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv), the Corporation shall use its 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 Corporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicable. (b) In the case of an event that causes the Corporation to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Securities. The Holders shall they will not effect any sales of the Registrable Securities pursuant to a registration statement or any such Registration Statement (or such filings) filings at any time after they have received a Suspension Notice notice from the Corporation Company to suspend sales (i) as a result of the occurrence or existence pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the registration statement, or (ii) so that the Company may correct or update the registration statement or such filing pursuant to Sections 3(a), (b), (c), (d), (e), (f), (g), (h), (i) or (j); provided that the Company shall not delay a request for registration more than twice in any twelve (12) month period and prior in each such instances for not more than ninety (90) days. The Holders may recommence effecting sales of the Registrable Shares pursuant to the registration statement or such filings following further written notice to such effect from the Company, which notice shall be given by the company not later than five (5) business days after the conclusion of any such event. (B) Each Holder of Registrable Securities agrees that, upon receipt of an End any notice from the Company of Suspension Notice (as defined belowthe happening of any event of the kind described in Section 4(a). If , such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus and, if so directed by the CorporationCompany, each such Holder will shall deliver to the Corporation (at the expense of the Corporation) Company all copies other than permanent file copies then in such Holder’s possession 's possession, of the Prospectus prospectus covering the such Registrable Securities which is current at the time of receipt of such notice. If the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Corporation, which End of Suspension Notice shall be given by the Corporation to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 5any such notice, the Corporation agrees that it Company shall extend the period of time during which the applicable Registration Statement such registration statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of receipt by the Holders giving of the Suspension Notice such notice to and including the date when sellers of receipt by such Registrable Securities under such registration statement shall have received the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume salesprospectus.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 56 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling twelve (12-) month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling ninety (90-) day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effectiveperiod), if any of the following events shall occur: (i) the representative of 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 majority of the independent members of the Board of Directors of the Corporation Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation reorganization or other significant transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, represents 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 56, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 5, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR and the Holders, may direct the Holders Holders, in accordance with Section 5(b) ), to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling 12-month consecutive twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period consecutive ninety (90)-day period, except as a result of such events (after excluding the days between the filing a review of any post-effective amendment to a registration statement with by the Commission as a result of such events through prior to declaring any post-effective amendment to the day Registration Statement effective, provided the Company has used all commercially reasonable efforts to cause such post-effective amendment is to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company's initial public offering; (ii) the majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith that (A1) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the CorporationCompany, (B2) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and or (C3) either (1x) the Corporation Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2y) disclosure would have a material adverse effect on the Corporation Company or the Corporation’s Company's ability to consummate such transaction, or (3z) the proposed transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a the majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon after the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, represents a fundamental change in the information set forth therein, ; or (C3) including in the Prospectus prospectus included in the Registration Statement any material information with respect to the plan of distribution or any information required under Item 507 of Regulation S-K not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 Corporation’s Company's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “"Suspension Event”"), the Corporation Company shall give written notice (a “"Suspension Notice”") to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders agree to hold any Suspension Notice by the Company in confidence. No Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation shall give a Suspension Notice pursuant to this Section 5, the Corporation agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and amended Prospectus necessary to resume sales.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 57 of this Agreement, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but for no more than an aggregate of one hundred (120) days in any rolling 12-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall occur: (i) a majority of the independent members of the Board of Directors of the Corporation shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Corporation, (B) upon the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (3) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation Company shall have determined in good faith, upon 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, to (i) supplement the Registration Statement prospectus or (ii) file a post-effective amendment to the Registration Statement in order the case of (i) or (ii) to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus included in the Registration Statement prospectus 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, represents a fundamental change in the information set forth therein, ; or (C3) including in the Prospectus included in the Registration Statement prospectus any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; provided, however, that the foregoing provisions (i) and (ii) shall only apply to a Shelf Registration Statement filed on Form S-11 under the Securities Act. In no event may a suspension in the case of (i) last for more than five (5) business days in any singular instance and in the case of (i) and (ii) cumulatively 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 (iv60) days in any rolling ninety (90) day period, except as a majority 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 members of post-effective amendment to the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c)Statement. Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 CorporationCompany’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable SecuritiesSecurities pursuant to the Registration Statement and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders No Holder shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below); provided, that, so long as such Holder is an affiliate of the Company, such Holder agrees not to sell the Registrable Securities, except as provided for in the Company’s xxxxxxx xxxxxxx policy. Each Holder agrees to keep confidential the fact that the Company has issued a Suspension Notice and the contents thereof. If so directed by the CorporationCompany, each Holder will deliver to the Corporation (at the expense of the Corporation) Company all copies copies, other than permanent file copies then in such Holder’s possession possession, of the Prospectus prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension periodEvent. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice pursuant to this Section 57 of this Agreement, the Corporation Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and copies of the supplemented and or amended Prospectus prospectus necessary to resume sales; provided that, such period of time shall not be extended beyond the date that securities are no longer Registrable Securities.

Black-Out Period. (a) Anything in this Agreement to the contrary notwithstanding, subject Subject to the provisions of this Section 55 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 the Registration Statement, following the effectiveness of a Registration StatementStatement (and the filings with any international, federal or state securities commissions), the Corporation Company, by written notice to FBR, Selling Holders’ Counsel, if any, and the Holders, may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities Shares pursuant to a Registration Statement for such times as the Corporation Company reasonably may determine is necessary and advisable (but in no event for no more than an aggregate of one hundred ninety (12090) days in any rolling twelve (12-) month period commencing on the Closing Date (provided that and no more than sixty six (606) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days separate times in any rolling 90-day period as a result of such events twenty four (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), 24) month period) if any of the following events shall occur: (i) the representative of the 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 offering; (ii) a majority of the members of the Board of Directors of the Corporation shall have determined Company (including at least two of the independent directors) determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant material transaction involving the CorporationCompany, (B) upon after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Registration Statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (1x) the Corporation 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 Corporation Company or the CorporationCompany’s ability to consummate such transaction, or (3z) the proposed such transaction renders the Corporation Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iiiii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith that Company (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority including at least two of the members of the Board of Directors of the Corporation shall have determined independent directors) determines in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A1) including in the Registration Statement any Prospectus prospectus required under Section 10(a)(3) of the Securities Act, ; (B2) reflecting in the Prospectus 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, 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; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any such suspension under clauses (iii) or (iv)suspension, the Corporation Company shall use its 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 Corporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as reasonably practicablepossible. (b) In the case of an event that causes the Corporation Company to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation Company shall give written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable SecuritiesShares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after they have it has received a Suspension Notice from the Corporation Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CorporationCompany, each Holder will deliver to the Corporation Company (at the expense of the CorporationCompany) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the CorporationCompany, which End of Suspension Notice shall be given by the Corporation Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. The Corporation shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the suspension period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving rise to the suspension period. (c) Notwithstanding any provision herein to the contrary, if the Corporation Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Corporation Company agrees that it shall extend the period of time during which the applicable such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented and or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided such period of time shall not be extended beyond the date that shares of Common Stock covered by such Registration Statement are no longer Registrable Shares.