Common use of Black-Out Period Clause in Contracts

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter(s) of an Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein). If so directed by the Company in writing, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter(s) of an Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein). If so directed by the Company in writing, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.this

Black-Out Period. (a) Subject to Following the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use effectiveness of a Registration Statement following the effectiveness of the Registration ---------------- Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Holder to suspend sales of the Registrable Securities pursuant to Shares for such times as the Registration Statement until Company reasonably may determine is necessary and advisable, including the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred iffollowing events: (i) the managing underwriter(s) of an Underwritten Offering has advised by the Company where the Company is advised by the representative of underwriters for such Underwritten Offering that the offer or sale of Registrable Securities pursuant to Shares under the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; primary offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the Board occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings), (y) contains as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality, or (3z) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, that renders the Company shall use its best efforts 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 or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If In the case of an event that causes the Company gives to suspend the effectiveness of a Registration Statement (a "Suspension Notice Event"), the Company may give notice (a "Suspension Notice") to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Shares so that the Company may correct or update the Registration Statement (or such filings); provided, however, that such suspension shall continue only for so long as the Suspension Event, the Event or its effect is continuing. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Company. If so directed by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares held by them at the file 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrarySection 2 hereof, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 58, the Company agrees that it shall extend the period of time during which such the 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 giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, time to suspend the use of a the Shelf Registration Statement following the effectiveness of the a Shelf Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to suspend the effectiveness and/or use of a Shelf Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ CounselStifel and by written notice, if any, and email transmission or such other means that the Holders Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify such parties in writing the Holders that the effectiveness of the Shelf Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Shelf Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter(s) of Representatives in an Underwritten Offering has of common stock of the Company have advised the Company that the offer or sale of Registrable Securities Shares pursuant to the Shelf Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that 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, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, faith that it is required by law, or that it is in the best interests of the Company, to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus included in the Shelf Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement or to take such action as is necessary to make resumed use of the Shelf Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Shelf Registration Statement in any 12-month period for more than 30 consecutive days (whether pursuant to this Section 5(a) or Section 4(g)) for more than an aggregate of 60 daysninety (90) days or more than three (3) separate times in any rolling twelve (12) month period commencing after the date the Shelf Registration Statement is first declared effective (the “Maximum Suspension Period”), except as a result of a refusal by the SEC Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used its best all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Shelf Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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 Shelf Registration Statement (or such filings) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders and Stifel in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 55 (or a suspension instruction pursuant to Section 4(g) of this Agreement), the Company agrees that it shall extend the period of time during which such the applicable Shelf 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 giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice (or similar notice pursuant to Section 4(g) of this Agreement) and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, provided that such period of time shall not be extended beyond the period for which the shares of Common Shares covered by such Registration Statement remain date that securities are no longer Registrable Securities shall be commensurately extendedShares.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, time to suspend the use of a the Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions)) , if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, the Initial Purchasers as provided for herein and the Holders by written notice as provided for herein (a “Suspension Notice”), shall notify such parties in writing the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” Event shall be deemed to have occurred if: (i) the managing underwriter(s) representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company that the offer or sale of Registrable Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that 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, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12-) month period for more than 30 forty-five (45) consecutive days or for more than an aggregate of 60 ninety (90) days, except as a result of a refusal by the SEC Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its best all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, the Holders and the Holders Initial Purchasers in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 55 (or a suspension instruction pursuant to Section 4(f)), the Company agrees that it shall extend the period of time during which such the applicable 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 giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice (or similar notice pursuant to Section 4(f)) and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, provided that such period of time shall not be extended beyond the period for which the shares of Common Shares covered by such Registration Statement remain date that securities are no longer Registrable Securities shall be commensurately extendedShares.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a the Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ CounselFBR and by written notice, if any, and email transmission or such other means that the Holders Company reasonably believes to be a reliable means of communication (a “"Suspension Notice”"), shall notify such parties in writing the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” Event shall be deemed to have occurred if: (i) the managing underwriter(s) 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 Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering's primary offering; (ii) the Board of Directors of the Company in good faith has determined 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, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C)(x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Board of Directors of the Company has shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses 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 included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 forty-five (45) consecutive days or for more than an aggregate of 60 days90 days in any 12 month period, except as a result of a refusal by the SEC Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its best all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If In the case of an event that the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares following a Suspension Event, such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable 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) upon the earlier of (i) forty-five (45) days after the delivery by the Company of a the Suspension Notice, or (ii) delivery by the Company of notice in writing that the Suspension Event or its potential effects are no longer continuing (an “"End of Suspension Notice”"), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders and FBR in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, time to suspend the use of a the Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counselthe Representatives and by written notice, if any, and email transmission or such other means that the Holders Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify such parties in writing the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” Event shall be deemed to have occurred if: (i) the managing underwriter(s) representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company that the offer or sale of Registrable Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that 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, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12-) month period for more than 30 forty-five (45) consecutive days or for more than an aggregate of 60 ninety (90) days, except as a result of a refusal by the SEC Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its best all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, the Holders and the Holders Representatives in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which such the applicable 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 giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, provided that such period of time shall not be extended beyond the period for which the shares of Common Shares covered by such Registration Statement remain date that securities are no longer Registrable Securities shall be commensurately extendedShares.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Holder to suspend sales of the Registrable Securities pursuant to Shares for such times as the Registration Statement until Company reasonably may determine is necessary and advisable, including the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred iffollowing events: (i) an Underwritten Offering by the Company where the Company is advised by the managing underwriter(s) of an for such Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to Shares under the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the Board occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings), (y) contains as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a boa fide business purpose for preserving confidentiality, or (3z) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, that renders the Company shall use its best efforts 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 or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If In the case of an event that causes the Company gives the suspend the effectiveness of a Registration Statement (a "Suspension Notice Event"), the Company may give notice (a "Suspension Notice") to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Shares so that the Company may correct or update the Registration Statement (or such filings); provided, however, that such suspension shall continue only for so long as the Suspension Event, the Holders Event or its effect is continuing. No Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Company. If so directed by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares held by them 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrarySection 2 hereof, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 57, the Company agrees that it shall extend the period of time during which such the 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 giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the Registration Statement (and the filings with any internationalStatement, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Securities pursuant Shares for such times as the Company deems necessary or advisable, including for up to 60 days in any 12-month period in the Registration Statement until case of pending negotiations relating to, or consummation of, a transaction or the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: occurrence of an event (i) the managing underwriter(s) that would require additional disclosure of an Underwritten Offering has advised material information by the Company that the offer or sale of Registrable Securities pursuant to in the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; Statement, (ii) the Board of Directors of as to which the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impedea bona fide business purpose for preserving confidentiality, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of that renders the Company has determined unable to comply with Commission requirements, in good faith, each case under circumstances that would make it is required by law, impractical 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best efforts inadvisable to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If In the case of an event that causes the Company gives to suspend the effectiveness of the Registration Statement (a “Suspension Notice Event”), the Company may give notice (a “Suspension Notice”) to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Shares so that the Company may correct or update the Registration Statement; provided, however, that such suspension shall continue only for so long as the Suspension Event, the Event or its effect is continuing. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein). If and, if so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares held by them at the time of receipt of the Suspension Notice. The Holders may recommence re-commence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or following further notice to such filings) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing effect (an “End of Suspension Notice”)) from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Holder to suspend sales of the Registrable Securities pursuant to Shares for such times as the Registration Statement until Company reasonably may determine are necessary and advisable, including upon the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred ifoccurrence of any of the following events: (i) an Underwritten Offering by the Company where the Company is advised by the managing underwriter(s) of an for such Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to Shares under the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the Board occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings), (y) contains as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality, or (3z) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, that renders the Company shall use its best efforts 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 or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of on a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause basis, as applicable (a "Suspension Event"); provided, however that any such post-effective amendment to be declared effective, in which case the Company Suspension Event shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentnot exceed 120 days during any 12 month period. (b) If In the case of a Suspension Event, the Company gives shall give written notice (a "Suspension Notice Notice") to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Shares so that the Company may correct or update the Registration Statement (or such filings); provided, however, that such suspension shall continue only for so long as the Suspension Event, the Holders Event or its effect is continuing. No Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Company. If so directed by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares held by them 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions provision of this Section 57, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling the Initial Purchaser and to the Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until Statement, if any of the Suspension Event has ended. A “Suspension Event” following events shall be deemed to have occurred ifoccur: (i) the managing underwriter(s) of an Underwritten Offering has advised by the Company where the Company is advised by the representative of underwriters for such Underwritten Offering that the offer or sale of Registrable Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering's primary offering; or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that requires additional disclosure of material information by the Company in the Registration Statement and which has not been so disclosed; or (iii) a material corporate transaction is pending or has occurred, the disclosure of which should be set forth in the Registration Statement and the Board of Directors of the Company shall have determined in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, or that it is not be 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationCompany and its stockholders. Upon the occurrence of any Suspension Eventsuch event, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicableShares. In no the case of an event shall which causes the Company be permitted to suspend the use effectiveness of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days(a "Suspension Event"), except as the Company may give written notice (a result of a refusal by the SEC to declare any post-effective amendment "Suspension Notice") to the Registration Statement effective after Holders at the addresses set forth in the stock transfer records of the Company has used its best efforts and to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. Initial Purchaser (bAttention: Revel Horsey) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Shares so that the Company may amend or update the Registration Statement; provided, however, that such suspension shall continue only for so long as the Suspension Event, Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received receipt of a Suspension Notice from the Company (and prior to receipt of an End of Suspension Notice (as defined hereinbelow)). If so directed requested by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies in their possession, other than permanent file copies then in such Holder’s possession the Holders' possession, of the Prospectus covering the such Registrable 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, the Holders and the Holders Initial Purchaser in the same manner as the Suspension Notice described above promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Holder to suspend sales of the Registrable Securities pursuant to Shares for such times as the Registration Statement until Company reasonably may determine are necessary and advisable, including upon the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred ifoccurrence of any of the following events: (i) an Underwritten Offering by the Company where the Company is advised by the managing underwriter(s) of an for such Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to Shares under the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the Board occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings), (y) contains as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality, or (3z) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, that renders the Company shall use its best efforts 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 or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of on a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effectivebasis, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentas applicable (a "Suspension Event"). (b) If In the case of a Suspension Event, the Company gives shall give written notice (a "Suspension Notice Notice") to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Shares so that the Company may correct or update the Registration Statement (or such filings); provided, however, that such suspension shall continue only for so long as the Suspension Event, the Holders Event or its effect is continuing. No Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Company. If so directed by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares held by them 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, and notwithstanding anything to the contrary contained elsewhere herein, the Company shall have the right, but not the obligation, from time to time, postpone the filing of any Registration Statement or to suspend the use of a the Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to postpone the filing of any Registration Statement or suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties in writing parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Units pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter(s) underwriter or underwriters of an Underwritten Offering of LP Units has advised the Company that the offer or sale of Registrable Securities Units pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company LP in good faith has determined that the offer or sale of any Registrable Securities Units would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company LP has determined in good faith, that it is required by law, 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 (1) in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses upon the occurrence of any fundamental change event which makes a statement in the information Prospectus included in the ProspectusRegistration Statement untrue in any material respect or which requires the making of any changes in such Prospectus in order to make the statements therein not misleading; or (3) in order to discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Units as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 60 consecutive days or for more than an aggregate of 60 120 days, except as a result of a refusal by the SEC failure to declare cause any post-effective amendment to the Registration Statement to become effective after the Company has used its best commercially reasonable efforts to cause such post-effective amendment to be declared become effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately promptly following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Units following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities Units pursuant to such Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Units at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Units pursuant to the Registration Statement (or such filings) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to the Holders, the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, time to suspend the use of a the Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions)) , if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, the Representative as provided for herein and the Holders by written notice as provided for herein (a “"Suspension Notice”''), shall notify such parties in writing the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” Event shall be deemed to have occurred if: (i) the managing underwriter(s) representative of the underwriters of an Underwritten Offering of Common Stock has advised the Company that the offer or sale of Registrable Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s 's Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that 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, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12-) month period for more than 30 forty-five (45) consecutive days or for more than an aggregate of 60 ninety (90) days, except as a result of a refusal by the SEC Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its best all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “"End of Suspension Notice”''), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, the Holders and the Holders Representative in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 55 (or a suspension instruction pursuant to Section 4(f)), the Company agrees that it shall extend the period of time during which such the applicable 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 giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice (or similar notice pursuant to Section 4(f)) and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, provided that such period of time shall not be extended beyond the period for which the shares of Common Shares covered by such Registration Statement remain date that securities are no longer Registrable Securities shall be commensurately extendedShares.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, at any time and from time to time, to suspend delay the use filing or effectiveness of a any Shelf Registration Statement Statement, and following the effectiveness of the such Shelf Registration Statement (and the filings to direct Elutions in accordance with any international, federal or state securities commissions), if a Suspension Event (as defined hereinSection 5(b) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Common Shares pursuant to such Shelf Registration Statement, for such times as the Registration Statement until Company reasonably may determine are necessary and advisable, if any of the Suspension Event has ended. A “Suspension Event” following events shall be deemed to have occurred if: occur: (i) the managing underwriter(s) of an Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board board of Directors of the Company directors shall have determined in good faith has determined that that: a. the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed Company desires to engage in a significant financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction by or involving the Company; , b. the offer or sale of Registrable Common Shares pursuant to such Shelf Registration Statement would require premature disclosure of material non-public information with respect to any such potential or proposed transaction, and (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would be detrimental to the Company or would have a material adverse effect on the Company's ability to consummate such transaction, or (iiiz) the Board of Directors of transaction renders the Company unable to comply with Commission requirements with respect to such Shelf Registration Statement; or (ii) the Company’s board of directors has determined in good faith, faith that it is required by law, such Shelf Registration Statement becoming effective or that it is in the best interests sales of the Company, to supplement the Registrable Common Shares under such Shelf Registration Statement or file a post-effective amendment would render the Company unable to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the information required comply with requirements under Section 10(a)(3) of the Securities Act or the Exchange Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension EventIn addition, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible may direct Elutions in accordance with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (bSection 5(b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following Common Shares pursuant to each Shelf Registration Statement from time to time in connection with the giving of any notice by the Company of the happening of any event of the kind described in Section 4(a)(v)(3) or 4(a)(v)(4) hereof. (b) In the case of an event that causes the Company to suspend the use of any Shelf Registration Statement (a "Suspension Event"), the Holders Company shall give written notice (a "Suspension Notice") to Elutions to suspend sales of the Registrable Common Shares. Elutions agrees not to effect any sales of the Registrable Securities Common Shares pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writing, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders Elutions may recommence effecting sales of the Registrable Securities Common Shares pursuant to the such Shelf Registration Statement (or following further written notice to such filings) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders Elutions in the same manner as the Suspension Notice described above promptly following the conclusion of any Suspension Event and its effect. The Company shall not be required to specify in the written notice to Elutions the nature of the event giving rise to the suspension period unless otherwise required pursuant to this Agreement. Elutions hereby agrees 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 in this Section to the contrary, if the period of time during which the use of the Shelf Registration Statements is suspended or the filing or effectiveness of them is delayed shall not exceed an aggregate of one hundred twenty (120) days in any 12-month period and the Company shall give a Suspension Notice with respect to not invoke this right more than three times in any Registration Statement pursuant to this Section 512-month period, and the Company agrees that it shall extend the period of time during which such Registration Statement shall be maintained effective pursuant to this Agreement Effectiveness Period by one times the number of such days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares use of Common Shares covered by such Shelf Registration Statement remain Registrable Securities shall be commensurately extendedStatements is suspended or the filing or effectiveness of them is delayed.

Black-Out Period. (aA) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Holder to suspend sales of the Registrable Securities pursuant to for such times as the Registration Statement until Company reasonably may determine is necessary and advisable, including the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred iffollowing events: (i) the managing underwriter(s) of an Underwritten Offering has advised underwritten primary offering by the Company where the Company is advised by the underwriters for such offering that the offer or sale of Registrable Securities pursuant to Shares under the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; primary offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the Board occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings), (y) contains as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality or (3z) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, which renders the Company shall use its best efforts unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit . (B) In the Holders to resume sales case of the Registrable Securities as soon as practicable. In no an event shall which causes the Company be permitted to suspend the use effectiveness of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days(a "SUSPENSION EVENT"), except as the Company may give notice (a result of a refusal by the SEC to declare any post-effective amendment "SUSPENSION NOTICE") to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders Holder to suspend sales of the Registrable Securities following a Shares so that the Company may correct or update the Registration Statement (or such filings); PROVIDED, HOWEVER, that such suspension shall continue only for so long as the Suspension Event, the Holders shall Event or its effect is continuing. The Holder agrees that it will not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Company. If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares held by them at the time of receipt of the Suspension Notice. The Holders Holder may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “End of Suspension Notice”)"END OF SUSPENSION NOTICE") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effectthe effectiveness of any required amendment or supplement to be the Registration Statement. (cC) Notwithstanding any provision herein the provisions of SECTIONS 5(A) and 5(B) to the contrary: (i) no Holder shall be subject to the provisions of SECTIONS 5(A) and 5(B) hereof for a period of time in excess of ninety (90) days; and (ii) no Suspension Notice may be given more than once in any twelve (12) month period. Moreover, notwithstanding SECTIONS 2(A), 2(B) and 2(C) hereof, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section SECTION 5, the Company agrees that it shall extend the period of time during which such the 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 giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions provision of this Section SECTION 5, the Company shall have may defer filing or requesting the right, but not the obligation, from time to time, to suspend the use effectiveness of a Registration Statement Statement, or following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling the Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until Statement, if either of the Suspension Event has ended. A “Suspension Event” following events shall be deemed to have occurred ifoccur: (i) the suspension of sales is necessary to correct a material misstatement or omission in the applicable Registration Statement or any document incorporated by reference therein, (ii) the Company is engaged in a primary Underwritten Offering of its securities and the managing underwriter(s) of an Underwritten Offering has advised informs the Company that the offer or sale of Registrable Securities pursuant to shares under the Registration Statement would have impair the pricing or commercial practicability of the offering, or (iii) if (A) the Company is engaged in negotiations relating to, or the consummation of, a material adverse effect on transaction or (B) an event has occurred that would require additional disclosure of material information by the Company’s Underwritten Offering; (ii) Company in the Registration Statement or the documents incorporated by reference therein, in either case as to which the Board of Directors of the Company determines in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faitha bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with the Commission's disclosure requirements, that it but such suspension shall continue only for so long as such event or its effect is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationcontinuing. Upon the occurrence of any Suspension Eventsuch event, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicableShares. In no the case of an event shall which causes the Company be permitted to suspend the use effectiveness of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days(a "Suspension Event"), except as the Company may give written notice (a result of a refusal by the SEC to declare any post-effective amendment "Suspension Notice") to the Registration Statement effective after Holders at the addresses set forth in the stock transfer records of the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following Shares so that the Company may amend or update the Registration Statement; PROVIDED, HOWEVER, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. In no case shall a suspension of sales pursuant to this SECTION 5 continue for a total of more than 120 days out of any one-year period and no more than 180 days in any two-year period. The Warrant Exercise Term (as defined in the applicable Warrant Agreement) of any Company Warrants outstanding at the time of any Suspension Event, Event shall be extended for a period of time equal to the duration of the resulting suspension. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received receipt of a Suspension Notice from the Company (and prior to receipt of an End of Suspension Notice (as defined hereinbelow)). If so directed requested by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies in their possession, other than permanent file copies then in such Holder’s possession the Holders' possession, of the Prospectus covering the such Registrable 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice described above promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ ' Counsel, if any, and the Holders (a “"Suspension Notice”"), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to the Registration Statement until the Suspension Event has ended. A “"Suspension Event” " shall be deemed to have occurred if: (i) the managing underwriter(s) of an Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s 's Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ ' Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein). If so directed by the Company in writing, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “"End of Suspension Notice”"), which End of Suspension Notice shall be given by the Company to Selling Holders’ ' Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Securities pursuant Shares for such times as the Company deems necessary or advisable, including for up to 45 days per event or occurrence and up to an aggregate of 90 days in any 12 month period in the Registration Statement until case of pending negotiations relating to, or consummation of, a transaction or the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: occurrence of an event (i) the managing underwriter(s) that would require additional disclosure of an Underwritten Offering has advised material information by the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings), (ii) contains as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality, or (3iii) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, that renders the Company shall use its best efforts 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 or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If In the case of an event that causes the Company gives to suspend the effectiveness of a Registration Statement (a “Suspension Notice Event”), the Company may give notice (a “Suspension Notice”) to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Shares so that the Company may correct or update the Registration Statement (or such filings); provided, however, that such suspension shall continue only for so long as the Suspension Event, the Event or its effect is continuing. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Company. If so directed by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares held by them 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “End of Suspension Notice”)) from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrarySections 2 and 3 hereof, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 58, the Company agrees that it shall extend the period of time during which such the Required Registration Statement or any Demand Registration Statement that the Company is required to maintain effective for 90 days 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 giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to Following the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use effectiveness of a Registration Statement following the effectiveness of the Registration Statement ---------------- (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Holder to suspend sales of the Registrable Securities pursuant to Shares for such times as the Registration Statement until Company reasonably may determine is necessary and advisable, including the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred iffollowing events: (i) the managing underwriter(s) of an Underwritten Offering has advised by the Company where the Company is advised by the representative of underwriters for such Underwritten Offering that the offer or sale of Registrable Securities pursuant to Shares under the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; primary offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the Board occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings), (y) contains as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality or (3z) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, which renders the Company shall use its best efforts 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 or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no the case of an event shall which causes the Company be permitted to suspend the use effectiveness of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days(a "Suspension Event"), except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts may give notice (a "Suspension Notice") to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Shares so that the Company may correct or update the Registration Statement (or such filings); provided, however, that such suspension shall continue only for so long as the Suspension Event, the Event or its effect is continuing. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Company. If so directed by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares held by them 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Event. Notwithstanding any provision herein to the contrarySection 2 hereof, if the Company shall give a Suspension --------- Notice with respect to any Registration Statement pursuant to this Section 57, the Company agrees that it shall extend the period of time --------- during which such the 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 giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have retrieved the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Limited Partner(s) to suspend sales of the Registrable Securities pursuant to Redemption Shares for such times as the Registration Statement until Company reasonably may determine are necessary and advisable, including upon the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred ifoccurrence of any of the following events: (i) an underwritten offering by the Company where the Company is advised by the managing underwriter(s) of an Underwritten Offering has advised the Company for such underwritten offering that the offer or sale of Registrable Securities pursuant to Redemption Shares under the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringoffering; or (ii) pending negotiations relating to, or consummation of, a transaction or the Board occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings), (y) contains as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality, or (3z) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, that renders the Company shall use its best efforts 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 or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of on a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause basis, as applicable (a "Suspension Event"); provided, however, that any such post-effective amendment to be declared effective, in which case the Company Suspension Event shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentnot exceed 120 days during any 12 month period. (b) If In the case of a Suspension Event, the Company gives shall give written notice (a "Suspension Notice Notice") to Selling Holders’ Counsel, if any, and the Holders Limited Partners to suspend sales of the Registrable Securities following a Redemption Shares so that the Company may correct or update the Registration Statement (or such filings); provided, however, that such suspension shall continue only for so long as the Suspension Event, the Holders Event or its effect is continuing. No Limited Partner shall not effect any sales of the Registrable Securities Redemption Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Company. If so directed by the Company in writingCompany, each Holder the Limited Partners will deliver to the Company (at the expense all copies of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus prospectus covering the Registrable Securities Redemption Shares held by them at the time of receipt of the Suspension Notice. The Holders Limited Partners may recommence effecting sales of the Registrable Securities Redemption Shares pursuant to the Registration Statement (or such filings) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions provision of this Section 5SECTION 6, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling the Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until Statement, if either of the Suspension Event has ended. A “Suspension Event” following events shall be deemed to have occurred ifoccur: (i) the managing underwriter(s) of an Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company determines in good faith has determined that the offer sales pursuant to such Registration Statement would be inadvisable or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, or that it is not in the best interests of the Company, or (ii) the suspension of sales is necessary to supplement the Registration Statement correct a material misstatement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included omission in the applicable Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationStatement. Upon the occurrence of any Suspension Eventsuch event, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicableShares. In no the case of an event shall which causes the Company be permitted to suspend the use effectiveness of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days(a "Suspension Event"), except as the Company may give written notice (a result of a refusal by the SEC to declare any post-effective amendment "Suspension Notice") to the Registration Statement effective after Holders at the addresses set forth in the stock transfer records of the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following Shares so that the Company may amend or update the Registration Statement; PROVIDED, HOWEVER, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. In no case shall a Suspension Event, suspension of sales pursuant to this SECTION 6 (which term shall include for this purpose any deferral of filing or declaration of effectiveness of the applicable registration statement pursuant to SECTION 3(B)(III)) continue for a total of more than 180 days out of any 365-day period. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received receipt of a Suspension Notice from the Company (and prior to receipt of an End of Suspension Notice (as defined hereinbelow)). If so directed requested by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies in their possession, other than permanent file copies then in such Holder’s possession the Holders' possession, of the Prospectus covering the such Registrable 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice described above promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the Registration Statement (a registration statement and the filings with any international, federal or state securities commissions), if the Investors agree that they will not effect any sales of Registrable Securities pursuant to a Suspension Event (as defined herein) occurs. If registration statement or any such filings at any time after they have received notice from the Company elects to suspend sales (i) as a result of the effectiveness and/or use of occurrence or existence pending negotiations relating to, or consummation of, a Registration Statement following transaction or the occurrence of a Suspension Event, an event that would require additional disclosure of material information by the Company, by written notice to Selling Holders’ Counsel, if any, and Company in the Holders registration statement or (a “Suspension Notice”), shall notify such parties in writing ii) so that the effectiveness of Company may correct or update the Registration Statement has been suspended and shall direct the Holders to suspend registration statement or such filing. The Investors may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement until registration statement or such filings following further written notice to such effect from the Suspension Event has ended. A “Suspension Event” Company, which notice shall be deemed to have occurred if: (i) the managing underwriter(s) of an Underwritten Offering has advised given by the Company that not later than five (5) business days after the offer or sale conclusion of any such event. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(a), such Investor shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors registration statement covering such Registrable Securities until such Investor's receipt of the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors copies of the Company has determined in good faith, that it is required by law, supplemented 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counselamended prospectus and, if any, and the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein). If so directed by the Company in writingCompany, each Holder will such Investor shall deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession Investor's possession, of the Prospectus prospectus covering the such Registrable Securities which is current at the time of receipt of the Suspension Noticesuch notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if If the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5such notice, the Company agrees that it shall extend the period of time during which such Registration Statement registration statement shall be maintained effective pursuant to this Agreement by one times 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 provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extendedprospectus.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, time to suspend the use of a the Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, the Initial Purchaser as provided for herein and the Holders by written notice as provided for herein (a “"Suspension Notice”"), shall notify such parties in writing the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” Event shall be deemed to have occurred if: (i) the managing underwriter(s) representative of the underwriters of an Underwritten Offering of Common Stock has advised the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s 's Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12-) month period for more than 30 forty-five (45) consecutive days or for more than an aggregate of 60 ninety (90) days, except as a result of a refusal by the SEC Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its best all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “"End of Suspension Notice”"), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, the Holders and the Holders Initial Purchaser in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 55 (or a suspension instruction pursuant to Section 4(f)), the Company agrees that it shall extend the period of time during which such the applicable 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 giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice (or similar notice pursuant to Section 4(f)) and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, provided that such period of time shall not be extended beyond the period for which the shares of Common Shares covered by such Registration Statement remain date that securities are no longer Registrable Securities shall be commensurately extendedSecurities.

Black-Out Period. (a) Subject to the provisions of this Section 53.01, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the CompanyCorporation, by written notice to Selling the Buyer and to the other Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until Statement, if any of the Suspension Event has ended. A “Suspension Event” following events shall be deemed to have occurred ifoccur: (i) pending negotiations relating to, or consummation of, a transaction or the managing underwriter(s) occurrence of an Underwritten Offering has advised event that requires additional disclosure of material information by the Company that the offer or sale of Registrable Securities pursuant to Corporation in the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringand which has not been so disclosed; or (ii) a material corporate transaction or development is pending or has occurred, the disclosure of which should be set forth in the Registration Statement and the Board of Directors of the Company Corporation shall have determined in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, or that it is not be 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationCorporation and its stockholders. Upon the occurrence of any Suspension Eventsuch event, the Company Corporation shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicableShares. Notwithstanding the foregoing, the Holders shall not be obligated to comply with this Section 3.03 for more than one hundred eighty (180) days during any twelve (12) month period. In no the case of an event shall which causes the Company be permitted Corporation to suspend the use effectiveness of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days(a "Suspension Event"), except as the Corporation may give written notice (a result of a refusal by the SEC to declare any post-effective amendment "Suspension Notice") to the Registration Statement effective after Holders at the Company has used its best efforts to cause such post-effective amendment to be declared effective, addresses set forth in which case the Company shall terminate the suspension stock transfer records of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders Corporation to suspend sales of the Registrable Securities following a Shares so that the Corporation may amend or update the Registration Statement; provided, however, that such suspension shall continue only for so long as the Suspension Event, Event or its effect is continuing and the Corporation is taking all reasonable steps to terminate suspension of the effectiveness 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 it has received receipt of a Suspension Notice from the Company Corporation (and prior to receipt of an End of Suspension Notice (as defined hereinbelow)). If so directed requested by the Company in writingCorporation, each Holder the Holders will deliver to the Company Corporation (at the expense of the CompanyCorporation) all copies in their possession, other than permanent file copies then in such Holder’s possession the Holders' possession, of the Prospectus covering the such Registrable 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Corporation, which End of Suspension Notice shall be given by the Company Corporation to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice described above promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject Notwithstanding anything herein to the provisions of this Section 5contrary, the Company shall have the right to postpone the filing of a registration statement and the right, but not the obligation, exercisable from time to timetime by delivery of a notice authorized by the Board at such times as the Company in its good faith judgment may reasonably determine is necessary and advisable, to require the Holders not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 or to suspend the use or effectiveness thereof if at the time of the delivery of such notice (i) it has determined that the use of any registration statement or similar document under the Securities Act filed pursuant to Section 2 would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, (ii) all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or (iii) the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X under the Securities Act or (iv) the Company is not eligible to use Form S-3 for purposes of registering the resale of the Registrable Shares. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement following the effectiveness of the Registration Statement as set forth in paragraph (and the filings with any international, federal or state securities commissions), if a) above (a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a “Suspension Event”), the Company, by written notice as soon as practicable, shall (i) give a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement Company has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to the Registration Statement until Shares and that such suspension shall continue only for so long as the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter(s) of an Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse its effect on the Company’s Underwritten Offering; is continuing, and (ii) the Board of Directors promptly file any amendment or reports necessary for any registration statement or prospectus of the Company Holders in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible connection with the Company’s best interests, as applicable, so as to permit the Holders to resume sales completion of the Registrable Securities as soon as practicablesuch event. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders A Holder shall not effect affect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writing, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities 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) upon delivery by the Company of a following further written notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “End of Suspension Notice”)) from the Company, which End of Suspension Notice shall be given by the Company to Selling the Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the Registration Statement (a registration statement and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing Investor agrees that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend it will not effect any sales of the Registrable Securities pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter(s) of an Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement registration statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) filings at any time after it has received a Suspension Notice notice from the Company and prior 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. The Investor 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) The Investor agrees that, upon receipt of an End any notice from the Company of Suspension Notice (as defined hereinthe happening of any event of the kind described in Section 5(a). If , the Investor shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus and, if so directed by the Company in writingCompany, each Holder will the Investor shall deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession the Investor's possession, of the Prospectus prospectus covering the such Registrable Securities which is current at the time of receipt of the Suspension Noticesuch notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if If the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5such notice, the Company agrees that it shall extend the period of time during which such Registration Statement registration statement shall be maintained effective pursuant to this Agreement by one times 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 the seller of receipt by such Registrable Securities under such registration statement shall have received the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extendedprospectus.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, time to suspend the use of a Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counselthe Representatives and by written notice, if any, and email transmission or such other means that the Holders Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify such parties in writing the Holders that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” Event shall be deemed to have occurred if: (i) the managing underwriter(s) representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company that the offer or sale of Registrable Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company or the Manager in good faith has determined that 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, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company or the Manager has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-12 month period for more than 30 45 consecutive days or for more than an aggregate of 60 90 days, except as a result of a refusal by the SEC Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its best all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, the Holders and the Holders Representatives in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which such the applicable 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 giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, provided that such period of time shall not be extended beyond the period for which the shares of Common Shares covered by such Registration Statement remain date that securities are no longer Registrable Securities shall be commensurately extendedShares.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following Following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Holder to suspend sales of the Registrable Securities pursuant to for such times as the Registration Statement until Company reasonably may determine is necessary and advisable, including the Suspension Event has ended. A “following events (each, a "Suspension Event” shall be deemed to have occurred if: "): (i) the managing underwriter(s) of an Underwritten Offering has advised underwritten primary offering by the Company where the Company is advised by the underwriters for such offering that the offer or sale of Registrable Securities pursuant to Shares under the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; primary offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the Board occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings), (y) contains as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality or (3z) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, which renders the Company shall use its best efforts unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If In the event of a Suspension Event, the Company gives may give notice (a "Suspension Notice Notice") to Selling Holders’ Counsel, if any, and the Holders Holder to suspend sales of the Registrable Securities following a Shares so that the Company may correct or update the Registration Statement (or such filings); provided, however, that such suspension shall continue only for so long as the Suspension Event, the Holders shall Event or its effect is continuing. The Holder agrees that it will not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Company. If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities Shares held by them at the time of receipt of the Suspension Notice. The Holders Holder may recommence effecting sales of the Registrable Securities Shares pursuant to the Registration Statement (or such filings) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effectthe effectiveness of any required amendment or supplement to be the Registration Statement. (c) Notwithstanding any provision herein the provisions of Sections 5(a) and 5(b) to the contrary: (i) no Holder shall be subject to the provisions of Sections 5(a) and 5(b) hereof for a period of time in excess of sixty (60) days; and (ii) no Suspension Notice may be given more than twice in any twelve (12) month period. Moreover, notwithstanding Section 2(a) hereof, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which such the 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 giving of the Suspension Notice to and including the date of receipt by when the Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, time to suspend the use of a the Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ CounselFBR and by written notice, if any, and email transmission or such other means that the Holders Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify such parties in writing the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” Event shall be deemed to have occurred if: (i) the managing underwriter(s) representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company that the offer or sale of Registrable Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that 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, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12-) month period for more than 30 forty-five (45) consecutive days or for more than an aggregate of 60 ninety (90) days, except as a result of a refusal by the SEC Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its best all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders and FBR in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time, time to suspend the use of a the Registration Statement following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined hereinbelow) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling Holders’ Counselthe Initial Purchasers and by written notice, if any, and email transmission or such other means that the Holders Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify such parties in writing the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” Event shall be deemed to have occurred if: (i) the managing underwriter(s) representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company that the offer or sale of Registrable Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that 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, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12-) month period for more than 30 forty-five (45) consecutive days or for more than an aggregate of 60 ninety (90) days, except as a result of a refusal by the SEC Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its best all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, the Holders and the Holders Initial Purchasers in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which such the applicable 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 giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, provided that such period of time shall not be extended beyond the period for which the shares of Common Shares covered by such Registration Statement remain date that securities are no longer Registrable Securities shall be commensurately extendedShares.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time, Company to suspend the use of a the Registration Statement Statement, following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling the Initial Purchaser and to the Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable, if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter(s) of an Underwritten Offering has advised by the Company where the Company is advised by the representative of the underwriters for such Underwritten Offering that the offer or sale of Registrable Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringprimary offering; or (ii) pending negotiations relating to, or the Board consummation of, a transaction or the occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings) contains and which has not been so disclosed, (y) as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality, or (3z) discloses any material information that renders the Company unable to comply with respect Commission requirements, in each case under circumstances that would make it impractical or inadvisable to the plan of distribution not disclosed in cause the Registration Statement (or any material change such filings) to such informationbecome effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If In the case of an event that causes the Company gives to suspend the effectiveness of a Registration Statement (a “Suspension Notice Event”), the Company shall give written notice (a “Suspension Notice”) to Selling Holders’ Counsel, if any, the Initial Purchaser and to the Holders to suspend sales of the Registrable Securities following a Shares and such notice shall state that such suspension shall continue only for so long as the Suspension Event, Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as 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 it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Notice. If so directed by the Company in writingCompany, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “End of Suspension Notice”)) from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, the Holders and the Holders Initial Purchaser in the same manner as the Suspension Notice described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if If the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which such the 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 giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions provision of this Section 56, the Company shall have the right, but not the obligation, from time to time, to suspend the use of a Registration Statement following ---------------- --------- the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling the Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until Statement, if either of the Suspension Event has ended. A “Suspension Event” following events shall be deemed to have occurred ifoccur: (i) the managing underwriter(s) of an Underwritten Offering has advised the Company that the offer or sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company determines in good faith has determined that the offer sales pursuant to such Registration Statement would be inadvisable or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, or that it is not in the best interests of the Company, or (ii) the suspension of sales is necessary to supplement the Registration Statement correct a material misstatement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included omission in the applicable Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationStatement. Upon the occurrence of any Suspension Eventsuch event, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interestson a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicableShares. In no the case of an event shall which causes the Company be permitted to suspend the use effectiveness of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days(a "Suspension Event"), except as the Company may give written notice (a result of a refusal by the SEC to declare any post-effective amendment "Suspension Notice") to the Registration Statement effective after Holders at the addresses set forth in the stock transfer records of the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment. (b) If the Company gives a Suspension Notice to Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities following Shares so that the Company may amend or update the Registration Statement; provided, however, that such suspension shall continue only for so -------- ------- long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. In no case shall a Suspension Event, suspension of sales pursuant to this Section 6 (which term shall include for this purpose any --------- deferral of filing or declaration of effectiveness of the applicable registration statement pursuant to Section 3(b)(iii)) continue for a total of ----------------- more than 180 days out of any 365-day period. The Holders shall not effect any sales of the Registrable Securities Shares pursuant to such Registration Statement (or such filings) at any time after it has received receipt of a Suspension Notice from the Company (and prior to receipt of an End of Suspension Notice (as defined hereinbelow)). If so directed requested by the Company in writingCompany, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies in their possession, other than permanent file copies then in such Holder’s possession the Holders' possession, of the Prospectus covering the such Registrable 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) upon delivery by the Company of a following further notice in writing that the Suspension Event or its potential effects are no longer continuing to such effect (an “"End of Suspension Notice”)") from the Company, which End of Suspension Notice shall be given by the Company to Selling Holders’ Counsel, if any, and the Holders in the same manner as the Suspension Notice described above promptly following the conclusion of any Suspension Event and its effectEvent. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time, Company to suspend the use of a the Registration Statement Statement, following the effectiveness of the a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined herein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to Selling the Initial Purchaser and to the Holders’ Counsel, if any, and the Holders (a “Suspension Notice”), shall notify such parties in writing that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Securities Shares pursuant to the Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable, if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter(s) of an Underwritten Offering has advised by the Company where the Company is advised by the representative of the underwriters for such Underwritten Offering that the offer or sale of Registrable Securities Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering's primary offering; or (ii) pending negotiations relating to, or the Board consummation of, a transaction or the occurrence of Directors an event (x) that would require additional disclosure of material information by the Company in good faith has determined that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, 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 ensure that the Prospectus included in the Registration Statement (1or such filings) contains and which has not been so disclosed, (y) as to which the information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; Company has a bona fide business purpose for preserving confidentiality, or (3z) discloses any material information that renders the Company unable to comply with respect Commission requirements, in each case under circumstances that would make it impractical or inadvisable to the plan of distribution not disclosed in cause the Registration Statement (or any material change such filings) to such informationbecome effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 30 consecutive days or for more than an aggregate of 60 days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible. (b) If In the case of an event that causes the Company gives to suspend the effectiveness of a Registration Statement (a "Suspension Notice Event"), the Company shall give written notice (a "Suspension Notice") to Selling Holders’ Counsel, if any, the Initial Purchaser and to the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders Shares and such notice shall not effect any sales of the Registrable Securities pursuant to state that such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (suspension shall continue only for so long as defined herein). If so directed by the Company in writing, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable 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) upon delivery by the Company of a notice in writing that the Suspension Event or its potential effects are no longer effect is continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by and the Company is taking all reasonable steps to Selling Holders’ Counsel, if any, and terminate suspension of the Holders in effectiveness of the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall extend the period of time during which 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 or amended Prospectus necessary to resume sales, with respect to each Suspension Event; and, if applicable, the period for which the shares of Common Shares covered by such Registration Statement remain Registrable Securities shall be commensurately extended.as promptly as