Common use of Black-Out Periods Clause in Contracts

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject Subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the HoldersHolders and by issuing a press release, making a filing with the Commission or such other means that the Company reasonably believes to be a reliable means of communication, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 45 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (i) (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 material transaction involving the Company, (B) after upon the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental material change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus 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) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject anything herein to the provisions contrary, the Corporation shall have the right, exercisable from time to time by the Board, to require the Conversion Holders not to sell pursuant to a Demand Registration Statement, Demand Offering Statement or similar document under the Securities Act filed pursuant to Section 10(b) or Section 10(c) hereof, or to suspend the effectiveness or qualification thereof if at the time of the delivery of such notice the Board reasonably and in good faith has determined that such registration or qualification and offering, continued effectiveness or qualification, or sale would interfere materially with any material transaction involving the Corporation; provided, however, that in no event shall any such black-out period extend for an aggregate period of more than 90 days in any 12-month period; and, further, provided that for purposes of this Section 310(d), a material transaction shall not include the Initial Listed Offering. The Corporation, as soon as practicable, shall (i) give the Conversion Holders prompt written notice in the event that the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend has suspended sales of the Registrable Securities under and/or Qualifiable Securities pursuant to this Section 10(d), (ii) give the Conversion Holders prompt written notice of the completion of such Shelf material transaction and (iii) promptly file any amendment necessary to any Demand Registration Statement, Demand Offering Statement, offering circular or prospectus for the Registrable Securities or Qualifiable Securities, as applicable, in connection with the completion of such material transaction. Upon receipt of any notice from the Corporation of the happening of any material transaction of the kind described in this Section 10(d), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale each Conversion Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Demand 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change relating to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension disposition of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Qualifiable Securities pursuant to the Shelf Registration Demand Offering Statement (or such filings) following further written notice relating to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which Qualifiable Securities until such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of Conversion Holder’s receipt by the Holders of the Suspension Notice to and including the date notice of receipt by the Holders completion of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securitiesmaterial transaction.

Black-Out Periods. (a) Notwithstanding Section 2, and subject anything herein to the provisions contrary, the Corporation shall have the right, exercisable from time to time by the Board, to require the Conversion Holders not to sell pursuant to a Demand Registration Statement, Demand Offering Statement or similar document under the Securities Act filed pursuant to Section 10(b) or Section 10(c) or to suspend the effectiveness or qualification thereof if at the time of the delivery of such notice the Board reasonably and in good faith has determined that such registration or qualification and offering, continued effectiveness or qualification, or sale would interfere materially with any material transaction involving the Corporation; provided, however, that in no event shall any black-out period extend for an aggregate period of more than 90 days in any 12-month period; and, further, provided that a material transaction for purposes of this Section 310(d) shall not include the Initial Listed Offering. The Corporation, as soon as practicable, shall (i) give the Conversion Holders prompt written notice in the event that the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend has suspended sales of the Registrable Securities under and/or Qualifiable Securities pursuant to this Section 10(d), (ii) give the Conversion Holders prompt written notice of the completion of such Shelf material transaction and (iii) promptly file any amendment necessary to any Demand Registration Statement, Demand Offering Statement, offering circular or prospectus for the Registrable Securities or Qualifiable Securities, as applicable, in connection with the completion of such material transaction. Upon receipt of any notice from the Corporation of the happening of any event of the kind described in this Section 10(c), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale each Conversion Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Demand 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change relating to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension disposition of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Qualifiable Securities pursuant to the Shelf Registration Demand Offering Statement (or such filings) following further written notice relating to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which Qualifiable Securities until such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of Conversion Holder’s receipt by the Holders of the Suspension Notice to and including the date notice of receipt by the Holders completion of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securitiesmaterial transaction.

Black-Out Periods. (a) Notwithstanding Section 2, and subject Subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the HoldersHolders and by issuing a press release, making a filing with the Commission or such other means that the Company reasonably believes to be a reliable means of communication, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 45 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus 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) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable SecuritiesShares.

Black-Out Periods. Notwithstanding anything to the contrary herein, the Company may delay the filing or effectiveness of any Registration Statement pursuant to Section 11.01, or to suspend the effectiveness or availability thereof for the offer and sale of any Registrable Securities, for any reason determined in good faith by the Company (aincluding, without limitation, due to the entry of any stop order with respect to such Registration Statement or due to the occurrence or existence of any pending corporate development) Notwithstanding Section 2(any such delay or suspension, a “Black-Out Period”); provided, however, that the Company shall (i) promptly notify the Requesting Holders in writing of the commencement of such Blackout Period (provided that the Company will not be required to disclose any information that might be considered material non-public information), stating the date on which such Black-Out Period will begin, and subject (ii) notify the Requesting Holders in writing of the date on which the Black-Out Period ends; and, provided, further, that Black-Out Periods shall not exceed an aggregate of forty five (45) calendar days during any three hundred sixty five (365) day period (each, an “Allowable Black-Out Period”). For purposes of determining the length of a Black-Out Period above, the Black-Out Period shall begin on and include the date the Requesting Holders receive the notice referred to in clause (i) and shall end on and include the later of the date the Requesting Holders receive the notice referred to in clause (ii) and the date referred to in such notice. For the avoidance of doubt, the provisions of this Section 311.03(l) hereof shall not be applicable during the period of any Allowable Black-Out Period. Upon expiration of the Black-Out Period, the Company shall again be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statementbound by Section 11.03(g), by providing written notice (a “Suspension Notice”) . Notwithstanding anything to the Selling Holders’ Counselcontrary, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of any Holder in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on accordance with the date terms of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere connection with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant with respect to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable lawwhich a Holder has entered into a contract for sale, and (C) (x) delivered a copy of the Company has a bona fide business purpose for preserving prospectus included as part of 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf applicable Registration Statement (or unless an exemption from such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basisprospectus delivery requirement exists), as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment prior to the Shelf Registration Statement in order to ensure that the Prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales notice of a Black-Out Period and for which the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effectHolder has not yet settled. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 22.1, and or to Holders that own Registrable Securities subject to a filed or effective registration statement, a certificate signed by the provisions Company’s chief executive officer stating that in the good faith judgment of this Section 3, the Company’s Board of Directors it would be materially detrimental to the Company shall and its stockholders for such registration statement to either be permittedfiled or to become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would cause a premature disclosure of information that the Board of Directors has determined would not be in limited circumstances, to suspend the use, from time to time, best interest of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under Company at such Shelf Registration Statement), by providing written notice time (a “Suspension NoticeEvent”), then the Company shall defer such filing or effectiveness and the Holders shall discontinue disposition of Registrable Securities pursuant to any effective registration statement for a period of not more than thirty (30) to days after the Selling Holders’ Counsel, if anySuspension Event, and the Holdersany time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, for such times as however, that the Company reasonably may determine is necessary and advisable not invoke this right (but in no event i) for more than thirty (30) consecutive days, (ii) for more than an aggregate of ninety sixty (9060) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf 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 purpose 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 (ziii) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) of the Securities Act; for more than two (2) discloses separate times in each case, in any facts twelve (12) month period; and provided further that the Company shall not register any securities for its own account or events arising after the effective date that of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to other stockholder during such informationperiod other than Excluded Registrations. Upon the occurrence of any such suspensionSuspension Event, with respect to a Shelf Registration Statement, the Company shall use its commercially reasonable best efforts to cause the such Shelf Registration Statement to become effective or to promptly amend or supplement the an effective Shelf Registration Statement on a post-effective basis or so as to take such action as is necessary permit the holders to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend resume sales of the Registrable Securities and as soon as practicable following the Company’s determination that the disclosure of such information is no longer premature or if such disclosure has been made in an Excluded Registration or otherwise, or following such thirty (30) day period. Upon the occurrence of a Suspension Notice Event, the Holder requesting the filing of a registration statement shall state generally the basis for the notice and that be entitled to withdraw such suspension request and, if such request is withdrawn, such demand shall continue only for so long not count as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension one of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities permitted demands 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 belowSection 2.1(d). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.1(c), 2.2(a) and 2.2(d), the Company shall be permittedpermitted to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 or any registration statement filed in connection with a Demand Registration pursuant to Section 2.2, in limited circumstances, and from time to time to require the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board members of the board of directors of the Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, material acquisition, corporate reorganization or other material transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (xB)(x) the Company has a bona fide business purpose for preserving the confidentiality of a material transaction that would otherwise be required to be disclosed due to such transactionregistration, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board members of the board of directors of the Company determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3iii) discloses if the Company is subject to any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement its customary suspension or any material change to blackout periods, for all or part of such informationperiod. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably possible following the case conclusion of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”); provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to this Section 2.5(a) (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding sixty (60) days in the aggregate during such twelve (12)-month period. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect; provided that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.5(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.5(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.6(a)) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that the Common Stock covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject Subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the HoldersHolders and by issuing a press release, making a filing with the Commission or such other means that the Company reasonably believes to be a reliable means of communication, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 45 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus 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) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock Private Placement Shares covered by such Shelf Registration Statement are no longer Registrable SecuritiesShares.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.2(a), and 2.2(d), the Company shall be permittedpermitted to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 or any registration statement filed in connection with a Demand Registration pursuant to Section 2.2 hereof, in limited circumstances, and from time to time to require the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event shall the Company be entitled to exercise such right more than two times or for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) consecutive daysAgreement), except as a result of a refusal by the Commission to declare if any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board board of directors of the Company determines in good faith that (A) 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 material transaction involving the Company, (B) after upon the advice of counsel, the sale of Registrable Securities pursuant to the such Shelf Registration Statement or other registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and law or (C) (xC)(x) the Company has a bona fide business purpose for preserving the confidentiality of such a material transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, based on the advice of counsel, to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board board of directors of the Company determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably possible following the case conclusion of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”), the Company shall give . Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect; provided that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.5(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.5(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.6(a) hereof) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that the shares of Common Stock covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 32.1 or Section 2.2, the Company shall be permittedpermitted (x) to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 or any Demand Registration Statement filed pursuant to Section 2.2, in limited circumstances, (y) to suspend the use, from time to time, effectiveness of the Prospectus that is part of a any Shelf Registration Statement or Demand Registration Statement or (and therefore suspend sales of z) to require the Holders not to sell Registrable Securities under such any Shelf Registration Statement or Demand Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holdersin each case, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority the board of directors of the Board Company determines in good faith that (A) the offer or sale disclosure of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other a material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement that would require disclosure of non-public material information not otherwise be required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of due to such transaction, (y) disclosure registration would have a material an adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirementsthe Securities Act, in each case under circumstances (B) such registration or continued registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) such registration or continued registration would make it impractical render the Company unable to comply with the requirements of the Securities Act or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicableExchange Act; or (ii) a majority solely in the case of foregoing clause (y) or clause (z), the board of directors of the Board Company determines in good faith, upon faith that the advice of counsel, that it is in the Company’s best interest or it Company is required by law, rule or regulation to supplement the or amend a Shelf Registration Statement or file a post-effective amendment to the Shelf Demand Registration Statement in order to ensure that it (or the Prospectus included prospectus contained therein) does not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) light of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) thatcircumstances under which they were made, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such informationmisleading. Upon the occurrence of any such suspensionSuspension Event, the Company shall use its reasonable best efforts to resolve the Suspension Event and to file the applicable Shelf Registration Statement or Demand Registration Statement, to cause the applicable Shelf Registration Statement or Demand Registration Statement to become effective or and/or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or Demand Registration Statement, as applicable, as soon as reasonably possible. If the Company exercises a suspension under this Section 2.5(a), then during the period of such suspension, the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of Company equity securities (whether for the benefit of the Company or a third Person), except (A) transactions involving the issuance or purchase of Company equity securities as contemplated by employee benefit plans or employee or director arrangements and (B) the issuance of Company equity securities as acquisition consideration pursuant to any transaction described in clause (i) of this Section 2.5(a). (b) In the case of an event that causes the The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension EventNotice”)) to the Holders of the occurrence of any Suspension Event within three (3) Business Days after its occurrence; provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to Section 2.5(a) more than twice during any twelve (12)-month period, more than once per quarter or for a period exceeding sixty (60) days on any one occasion. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the applicable Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf or Demand Registration Statement and (or such filingsii) at maintain the confidentiality of any time after it has received a information included in the Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the applicable Shelf Registration Statement (or such filings) Demand Registration Statement following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders promptly (and to the Selling Holders’ Counsel, if any, promptly no later than three (3) Business Days) 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 Shelf Registration Statement or Demand Registration Statement pursuant to this Section 32.5(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or Demand Registration Statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.6(a)) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that Common Stock the Registrable Securities covered by such Shelf Registration Statement or Demand Registration Statement are no longer Registrable Securities.

Black-Out Periods. Notwithstanding anything to the contrary contained in this Agreement, but without limiting the provisions of paragraph (ac) Notwithstanding of this Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to may temporarily suspend the use, from time to time, use of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement)related prospectus, by providing giving written notice (a “Suspension Notice”) thereof to the Selling Holders’ Counsel, if any, Stockholders and the HoldersPermitted Transferees, for such times as the Company reasonably may determine is necessary and advisable one period during any 360-day period not to exceed thirty (but in no event for more than an aggregate of ninety (9030) days in the aggregate (the "Black-Out Period") if, in the good faith opinion of the Company's Board of Directors, (i) the Shelf Registration Statement is not usable because a prospectus is required, pursuant to Rule 3-05 and Article 11 of the Regulation S-X (or any rolling twelve successor provisions), to include financial statements in respect of businesses acquired or to be acquired and pro forma financial statements and such financial statements are not readily available or (12)-month period commencing on ii) (x) the date Company's ability to complete a pending or planned material debt or equity financing, licensing arrangement, joint venture, acquisition or disposition of this Agreement assets or more than forty-five (45) consecutive daysstock, except merger or other material corporate transaction could reasonably be expected to be materially and adversely affected by any disclosure of such transaction required as a result of a refusal by the Commission to declare any post-effective amendment to continued effectiveness of the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: or (i) a majority of the Board determines in good faith that (Ay) the offer or sale continued effectiveness of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require the Company to make public disclosure of non-information the public material information disclosure of which is not otherwise required and could reasonably be expected to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company. The Company or will not be required to specify in the Company’s ability written notice to consummate such transaction, or (z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause Selling Stockholders and the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement Permitted Transferees the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority nature of the Board determines in good faith, upon event giving rise to any Black-Out Period. In the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence event of any such suspensionBlack-Out Period, the Company shall will use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement and the related prospectus so suspended to be resumed as soon promptly as possible. (b) In practicable after delivery of the case notice of an event that causes such Black-Out Period to the Company to suspend Selling Stockholders and the use Permitted Transferees and shall promptly notify the Selling Stockholders and the Permitted Transferees of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”)such resumption; provided that, for the avoidance of doubt, the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and acknowledges that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder and the related prospectus shall not effect be automatically reinstated without further action by any sales party at the expiration of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effectBlack-Out Period. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject anything herein to the provisions of this Section 3contrary, the Company shall be permittedhave the right to postpone the filing of a registration statement and the right, in limited circumstances, to suspend the use, exercisable from time to time, of the Prospectus that is part time by delivery of a Shelf Registration Statement (and therefore suspend sales of notice authorized by the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for Board at such times as the Company in its good faith judgment may reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on advisable, to require the date of this Agreement Holders not to sell pursuant to a registration statement or more than forty-five (45) consecutive days, except as a result of a refusal by similar document under the Commission Securities Act filed pursuant to declare any post-effective amendment Section 2 or to suspend the Shelf Registration Statement effective after use or effectiveness thereof if at the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date time of the post-effective amendment) if either delivery of the following events shall occur: such notice (i) a majority of it has determined that the Board determines in good faith that (A) the offer or sale use of any Registrable registration statement or similar document under the Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Act filed pursuant to the Shelf Registration Statement Section 2 would require the disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) that the Company has a bona fide business purpose for preserving as confidential or the confidentiality disclosure of such transaction, (y) disclosure which would have a material adverse effect on the Company or impede the Company’s ability to consummate such 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 (ziii) such transaction renders the consummation of any business combination by the Company unable 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 comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause use Form S-3 for purposes of registering the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement resale of the Shelf Registration Statement on a post-effective basisRegistrable Securities. The Company, as applicable; or soon as practicable, shall (i) give the Holders prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3, (ii) a majority give the Holders prompt written notice of the Board determines in good faith, upon the advice termination of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) such suspension of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis (iii) promptly file any amendment or reports necessary for the notice and that such suspension shall continue only for so long as the Suspension Event any registration statement or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension prospectus of the use Holders in connection with the completion of the Shelf Registration Statement as promptly as possiblesuch event. A Each Holder shall not effect any sales agrees by acquisition of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at that upon receipt of any time after it has received a Suspension Notice notice from the Company and prior to receipt of an End the happening of Suspension Notice (as defined below). If so directed by any event of the Companykind described in this Section 3, each such Holder will deliver to the Company (at the expense forthwith discontinue its disposition 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 Shelf Registration Statement (or such filings) following further written notice registration statement relating to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which Registrable Securities until such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of Holder’s receipt by the Holders of the Suspension Notice to and including the date notice of receipt by the Holders completion of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securitiesevent.

Black-Out Periods. (a) Notwithstanding Section 2, and subject anything herein to the provisions of this Section 3contrary, the Company shall be permittedhave the right, in limited circumstancesexercisable from time to time by the Board, to defer the filing of a Registration Statement or 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, from effectiveness thereof if at the time to time, of the Prospectus that is part delivery of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines reasonably and in good faith has determined that (Aa) the such 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 material transaction involving the Company, ; (Bb) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf a Registration Statement or similar document under the Securities Act filed pursuant to Section 2 would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and ; (C) (xc)(i) the Company has a bona fide business purpose for preserving the confidentiality of such a material transaction, ; (yii) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such a material transaction, ; or (ziii) such a material transaction renders the Company unable to comply with Commission requirements, in each case case, under circumstances that would make it impractical impracticable or inadvisable inadvisable, to cause the Shelf Registration Statement (or such filings) other similar document under the Securities Act filed pursuant to Section 2 to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (iid) a majority of the Board determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest interests or it the Company is required by law, rule or regulation to supplement the Shelf a Registration Statement or file a post-effective amendment to the Shelf Registration Statement other similar document in order to ensure that the Prospectus prospectus included in the Shelf such Registration Statement or similar document (1i) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Registration Statement or similar document was filed, or (2ii) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) similar document that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or provided, however, that in no event shall any black-out period extend for an aggregate period of more than 90 days in any 12-month period. The Company, as soon as practicable, shall (3i) discloses any material information with respect to give the plan of distribution that was not disclosed Holders prompt written notice in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, event that the Company shall has suspended sales of Registrable Securities pursuant to this Section 3, (ii) give the Holders prompt written notice of the completion of such suspension event and (iii) use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or filing thereof as soon as possible. (b) In reasonably possible following the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales conclusion of the applicable suspension event and its effect. Each Holder agrees in connection with the redemption of OP Units in exchange for Registrable Securities and such Suspension Notice shall state generally the basis for the Securities, that, upon receipt of any notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 the happening of Suspension Notice (as defined below). If so directed by any event of the Companykind described in this Section 3, each such Holder will deliver to the Company (at the expense forthwith discontinue its disposition 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 Shelf Continuous Offering Registration Statement (or such filings) following further written notice relating to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which Registrable Securities until such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of Holder’s receipt by the Holders of the Suspension Notice to and including the date notice of receipt by the Holders completion of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securitiesevent.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.1(c), 2.2(a), and 2.2(d), the Company shall be permittedpermitted to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 or any registration statement filed in connection with a Demand Registration pursuant to Section 2.2 hereof, in limited circumstances, and from time to time to require the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board members of the board of directors of the Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, material acquisition, corporate reorganization or other material transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (xB)(x) the Company has a bona fide business purpose for preserving the confidentiality of a material transaction that would otherwise be required to be disclosed due to such transactionregistration, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board members of the board of directors of the Company determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably possible following the case conclusion of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”); provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to this Section 2.5(a)(i) more than twice during any twelve (12)-month period, or (ii) for a period exceeding ninety (90) days on any one occasion. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect; provided that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.5(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.5(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.6(a) hereof) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that Common Stock the Company Shares covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”, which shall not include material non-public information) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) calendar days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive calendar days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Shelf Registration Statement complies as to form with Securities Act requirements and that the Prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice (but shall not include any material non-public information, other than to the extent that the suspension may constitute material non-public information) and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder The Holders shall not effect any sales of the Registrable Securities 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 below), it being agreed that a Suspension Notice shall not in and of itself limit a Holder’s ability to sell Registrable Securities in reliance on Securities Act Rule 144. If so directed by the Company, each Holder the Holders will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such the 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 Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus 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) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable SecuritiesShares.

Black-Out Periods. (ai) Notwithstanding Section 2The Purchaser hereby agrees not to, and subject directly or indirectly, effect any public sale or distribution (including sales pursuant to the provisions Rule 144) or any short sales of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, equity securities of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of Company, or any securities convertible into or exchangeable or exercisable for such securities, during the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) seven days prior to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month -day period commencing beginning on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendmentany "Piggyback" registration under Section 7(b) if either hereof for a public offering to be underwritten on a firm commitment basis in which any of the following events Shares are included (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. (ii) The Company shall occur: (i) a majority have the right to suspend use of any registration statement and the related prospectus if its Board of Directors determines in good faith that there is a valid purpose for such suspension. For purposes of this Agreement, a valid purpose shall include, but is not limited to, a good faith determination that the registration statement may contain a material misstatement or omission (A) including as a result of the offer Company having under consideration a significant acquisition or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization disposition or other material transaction involving that has not been publicly disclosed) in which case the Company, (B) after Company may cause the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information registration statement not otherwise required to be disclosed under applicable law, used by the Purchaser until such time as the Securities and Exchange Commission (Cthe "Commission") (x) the Company has a bona fide business purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become declared effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement registration statement filed by the Company or if the misstatement or omission can be corrected by incorporation by reference in order the registration statement of another Commission filing of the Company, the Company has made another filing on Form 8-K or other appropriate form to ensure that correct such misstatement or omission. (iii) In connection with any public offering of the Prospectus Company's securities, the Purchaser agrees, upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares (other than those included in the Shelf Registration Statement (1registration) contains without the information required under Section 10(a)(3) prior written consent of the Securities Act; Company or such underwriters, as the case may be, for such period of time (2not to exceed one hundred eighty (180) discloses any facts or events arising after days in the case of the Company's first underwritten public offering the gross proceeds of which are at least $7,500,000, and ninety (90) days in the case of other public offerings of the Company) from the effective date of such registration as may be requested by the Shelf Registration Statement (or underwriters; provided that the officers and directors of the most recent post-effective amendmentCompany who own stock of the Company and holders of five percent (5%) thator more of the Company's outstanding voting securities also agree to such restrictions. (iv) In order to enforce the foregoing clauses 7(f)(i), individually or in (ii) and (iii), the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information Company may impose stop transfer instructions with respect to the plan Shares (and the shares or securities of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice every other person subject to the Selling Holders’ Counsel, if any, and foregoing restriction) until the Holders to suspend sales end of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effectperiod. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject anything herein to the provisions of this Section 3contrary, the Company shall be permittedhave the right, in limited circumstancesexercisable from time to time by the Board, to defer the filing of a Demand Registration Statement or Qualification Demand Offering Statement or to require the Holders not to sell pursuant to a Demand Registration Statement, Qualification Demand Offering Statement or similar document under the Securities Act filed pursuant to Section 2 or to suspend the use, from effectiveness thereof if at the time to time, of the Prospectus that is part delivery of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines reasonably and in good faith has determined that (A) the offer such registration, offering, continued effectiveness or qualification, 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 material transaction involving the Company; provided, however, that in no event shall any black-out period(s) extend for an aggregate period of more than 180 days in any 12-month period; and further, provided that a material transaction for purposes of this Section 3 shall not include the Listing Event. The Company, as soon as practicable, shall (i) give the Holders prompt written notice in the event that the Company has suspended sales of Registrable Securities and/or Qualifiable Securities pursuant to this Section 3, (Bii) after give the advice Holders prompt written notice of counselthe completion of such material transaction and (iii) promptly file any amendment necessary to any Demand Registration Statement, Qualification Demand Offering Statement, offering circular or prospectus for the sale Registrable Securities and/or Qaulifiable Securities, as applicable, in connection with the completion of such material transaction. Upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 3, each Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Shelf Demand 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change relating to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Qualifiable Securities pursuant to the Shelf Registration Qualification Demand Offering Statement (or such filings) following further written notice relating to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which Qualifiable Securities until such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of Holder’s receipt by the Holders of the Suspension Notice to and including the date notice of receipt by the Holders completion of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securitiesmaterial transaction.

Black-Out Periods. (a) Notwithstanding Section 2, and subject anything herein to the provisions of this Section 3contrary, the Company shall be permittedhave the right, in limited circumstancesexercisable from time to time by the Board, to defer the filing of a Registration Statement or 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 Section 3 or to suspend the use, from effectiveness thereof if at the time to time, of the Prospectus that is part delivery of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines reasonably and in good faith has determined that (Aa) the such 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 material transaction involving the Company, ; (Bb) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf a Registration Statement or similar document under the Securities Act filed pursuant to Section 2 or Section 3 would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and ; (C) (xc)(i) the Company has a bona fide business purpose for preserving the confidentiality of such a material transaction, ; (yii) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such a material transaction, ; or (ziii) such a material transaction renders the Company unable to comply with Commission requirements, in each case case, under circumstances that would make it impractical impracticable or inadvisable inadvisable, to cause the Shelf Registration Statement (or such filings) other similar document under the Securities Act filed pursuant to Section 2 or Section 3 to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (iid) a majority of the Board determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest interests or it the Company is required by law, rule or regulation to supplement the Shelf a Registration Statement or file a post-effective amendment to the Shelf Registration Statement other similar document in order to ensure that the Prospectus prospectus included in the Shelf such Registration Statement or similar document (1i) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Registration Statement or similar document was filed, or (2ii) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) similar document that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or provided, however, that in no event shall any black-out period extend for an aggregate period of more than 90 days in any 12-month period. The Company, as soon as practicable, shall (3i) discloses any material information with respect to give the plan of distribution that was not disclosed Holders prompt written notice in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, event that the Company shall has suspended sales of Registrable Securities pursuant to this Section 5, (ii) give the Holders prompt written notice of the completion of such suspension event and (iii) use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or filing thereof as soon as possible. (b) In reasonably possible following the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales conclusion of the Registrable Securities applicable suspension event and such Suspension Notice shall state generally the basis for the its effect. Each Holder agrees that, upon receipt of any notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 the happening of Suspension Notice (as defined below). If so directed by any event of the Companykind described in this Section 5, each such Holder will deliver to the Company (at the expense forthwith discontinue its disposition 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 Shelf Registration Statement (or such filings) following further written notice relating to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which Registrable Securities until such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of Holder’s receipt by the Holders of the Suspension Notice to and including the date notice of receipt by the Holders completion of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securitiesevent.

Black-Out Periods. Notwithstanding anything to the contrary contained in this Agreement, but without limiting the provisions of paragraph (ac) Notwithstanding of this Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to may temporarily suspend the use, from time to time, use of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement)related prospectus, by providing giving written notice (a “Suspension Notice”) thereof to the Selling Holders’ Counsel, if any, Stockholders and the HoldersPermitted Transferees, for such times as the Company reasonably may determine is necessary and advisable one period during any 360-day period not to exceed thirty (but in no event for more than an aggregate of ninety (9030) days in the aggregate (the “Black-Out Period”) if, in the good faith opinion of the Company’s Board of Directors, (i) the Shelf Registration Statement is not usable because a prospectus is required, pursuant to Rule 3-05 and Article 11 of the Regulation S-X (or any rolling twelve successor provisions), to include financial statements in respect of businesses acquired or to be acquired and pro forma financial statements and such financial statements are not readily available or (12)-month period commencing on ii) (x) the date Company’s ability to complete a pending or planned material debt or equity financing, licensing arrangement, joint venture, acquisition or disposition of this Agreement assets or more than forty-five (45) consecutive daysstock, except merger or other material corporate transaction could reasonably be expected to be materially and adversely affected by any disclosure of such transaction required as a result of a refusal by the Commission to declare any post-effective amendment to continued effectiveness of the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: or (i) a majority of the Board determines in good faith that (Ay) the offer or sale continued effectiveness of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require the Company to make public disclosure of non-information the public material information disclosure of which is not otherwise required and could reasonably be expected to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company. The Company or will not be required to specify in the Company’s ability written notice to consummate such transaction, or (z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause Selling Stockholders and the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement Permitted Transferees the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority nature of the Board determines in good faith, upon event giving rise to any Black-Out Period. In the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence event of any such suspensionBlack-Out Period, the Company shall will use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement and the related prospectus so suspended to be resumed as soon promptly as possible. (b) In practicable after delivery of the case notice of an event that causes such Black-Out Period to the Company to suspend Selling Stockholders and the use Permitted Transferees and shall promptly notify the Selling Stockholders and the Permitted Transferees of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”)such resumption; provided that, for the avoidance of doubt, the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and acknowledges that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder and the related prospectus shall not effect be automatically reinstated without further action by any sales party at the expiration of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effectBlack-Out Period. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject a. Subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the HoldersHolders and by issuing a press release, making a filing with the Commission or such other means that the Company reasonably believes to be a reliable means of communication, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 45 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) b. In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus 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) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) c. Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable SecuritiesShares.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.2(a), and 2.2(d), the Company shall be permittedpermitted to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 or any registration statement filed in connection with a Demand Registration pursuant to Section 2.2 hereof, in limited circumstances, and from time to time to require the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board members of the board of directors of the Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, material acquisition, corporate reorganization or other material transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (xB)(x) the Company has a bona fide business purpose for preserving the confidentiality of a material transaction that would otherwise be required to be disclosed due to such transactionregistration, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board members of the board of directors of the Company determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably possible following the case conclusion of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”); provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to this Section 2.5(a)(i) more than twice during any twelve (12)-month period, or (ii) for a period exceeding ninety (90) days on any one occasion. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect; provided that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.5(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.5(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.6(a) hereof) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that the CEC Common Stock covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject Subject to the provisions of this Section 3, the Company REIT shall be permitted, in limited circumstances, to delay or suspend the use, from time to time, of the Prospectus that is part of a Shelf the Registration Statement (and therefore delay or suspend sales of the Registrable Securities Shares under such Shelf the Registration Statement), by providing written notice (a “"Suspension Notice”") to the Selling Holders’ ' Counsel, if any, and the HoldersHolders and by issuing a press release, making a filing with the Commission or such other means that the REIT reasonably believes to be a reliable means of communication, for such times as the Company REIT reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 60 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company REIT has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company REIT must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the CompanyREIT, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, law and (C) (x) the Company REIT has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company REIT or the Company’s REIT's ability to consummate such transaction, transaction or (z) such transaction renders the Company REIT unable to comply with Commission requirements, in each case case, under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s REIT's best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company REIT shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company REIT to suspend the use of a Shelf the Registration Statement as set forth in paragraph (a) above (a “"Suspension Event”"), the Company REIT shall give a Suspension Notice to the Selling Holders’ ' Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company REIT is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder 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 REIT and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CompanyREIT, each Holder will deliver to the Company REIT (at the expense of the CompanyREIT) all copies other than permanent file copies then in such Holder’s 's possession of the Prospectus 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) following further written notice to such effect (an “"End of Suspension Notice”") from the CompanyREIT, which End of Suspension Notice shall be given by the Company REIT to the Holders and to the Selling Holders’ ' Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b) and 2.1(e), the Company shall be permitted, in limited circumstances, permitted to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 and from time to time to require the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board members of the board of directors of the Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, material acquisition, corporate reorganization or other material transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (xB)(x) the Company has a bona fide business purpose for preserving the confidentiality of a material transaction that would otherwise be required to be disclosed due to such transactionregistration, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board members of the board of directors of the Company determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3iii) discloses if the Company is subject to any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement its customary suspension or any material change to blackout periods, for all or part of such informationperiod. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably possible following the case conclusion of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”); provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to this Section 2.4(a) (i) more than twice during any twelve (12)-month period, or (ii) for a period exceeding sixty (60) days in the aggregate during such twelve (12)-month period. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect; provided that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.4(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.4(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.5(a)) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that the Common Stock covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.1(c), 2.2(a) or 4, the Company shall be permitted, in limited circumstances, permitted to suspend postpone the use, from time to time, filing of the Prospectus that is part of a Registration Statement (including any Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Demand Registration Statement), by providing written notice (a “Suspension Notice”) and from time to time to require Holders not to sell under the Selling Holders’ Counsel, if any, and Registration Statement or to suspend the Holdersuse or effectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event shall the Company be entitled to exercise such right more than two times or for more than an aggregate of ninety (90) 150 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) consecutive daysAgreement, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) ), if either any of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and or (C) (x) the Company has a bona fide business purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, based on the advice of counsel, to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or filing thereof as soon as possible. (b) In the case of an event that causes the . The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension EventNotice”), ) to the Company shall give a Suspension Notice to Holders and the Selling Holders’ Counsel, if any, of the occurrence of any Suspension Event. If as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Holder agrees that (i) it will immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for Registration Statement until the notice and that such suspension shall continue only for so long as the Suspension Event Holder receives copies of a supplemental or its effect is continuing and amended prospectus (which the Company is using its reasonable best efforts agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect receives notice that any sales of the Registrable Securities pursuant to such Shelf Registration Statement (post-effective amendment has become effective or such filings) at any time after it has received a Suspension Notice from unless otherwise notified by the Company that it may resume such offers and prior to receipt sales, and (ii) it will maintain the confidentiality of an End of Suspension Notice (as defined below)any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice, other than permanent file copies in the possession of such Holder’s counsel. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (b) In connection with any Registration Statement utilized by the Company to satisfy its obligations under this Agreement, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within ten (10) Business Days to any written request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement and related prospectus pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related prospectus. (c) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the date on which the Company has filed such reports, and the Company shall use commercially reasonable efforts, taking into account the circumstances of the Company at such time, to file the required reports as promptly as commercially practicable, and shall notify the Holders as promptly as practicable when such suspension is no longer required. (d) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 33(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that provided, that, such period of time shall not be extended beyond the date that Class A Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.1(c), 2.2(a) or 4, the Company shall be permitted, in limited circumstances, permitted to suspend postpone the use, from time to time, filing of the Prospectus that is part of a Registration Statement (including any Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Demand Registration Statement), by providing written notice (a “Suspension Notice”) and from time to time to require Holders not to sell under the Selling Holders’ Counsel, if any, and Registration Statement or to suspend the Holdersuse or effectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event shall the Company be entitled to exercise such right more than two times or for more than an aggregate of ninety (90) 150 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) consecutive daysAgreement, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) ), if either any of the following events shall occur: occur (each such circumstance a "Suspension Event"): (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and or (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s 's ability to consummate such transaction, or (z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, based on the advice of counsel, to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s 's best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or filing thereof as soon as possible. (b) In the case of an event that causes the . The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “"Suspension Event”), Notice") to the Company shall give a Suspension Notice to Holders and the Selling Holders’ ' Counsel, if any, of the occurrence of any Suspension Event. If as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Holder agrees that (i) it will immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for Registration Statement until the notice and that such suspension shall continue only for so long as the Suspension Event Holder receives copies of a supplemental or its effect is continuing and amended prospectus (which the Company is using its reasonable best efforts agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect receives notice that any sales of the Registrable Securities pursuant to such Shelf Registration Statement (post-effective amendment has become effective or such filings) at any time after it has received a Suspension Notice from unless otherwise notified by the Company that it may resume such offers and prior to receipt sales, and (ii) it will maintain the confidentiality of an End of Suspension Notice (as defined below)any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice, other than permanent file copies in the possession of such Holder's counsel. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ ' Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a) or 2.2(a), the Company shall be permittedpermitted to postpone the filing of the Registration Statement, in limited circumstances, and from time to time to require Holders not to sell under the Registration Statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holdersuse or effectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 120 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 90 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) ), if either any of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board Company determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the offer or sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and or (C) (x) the Company has a bona fide business purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board Company determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it the Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents represent a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the . The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension EventNotice”), ) to the Company shall give a Suspension Notice to Holders and the Selling Holders’ Counsel, if any, of the occurrence of any Suspension Event. If as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Holder agrees that (i) it will immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for Registration Statement until the notice and that such suspension shall continue only for so long as the Suspension Event Holder receives copies of a supplemental or its effect is continuing and amended prospectus (which the Company is using its reasonable best efforts agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect receives notice that any sales of the Registrable Securities pursuant to such Shelf Registration Statement (post-effective amendment has become effective or such filings) at any time after it has received a Suspension Notice from unless otherwise notified by the Company that it may resume such offers and prior to receipt sales, and (ii) it will maintain the confidentiality of an End of Suspension Notice (as defined below)any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice, other than permanent file copies in the possession of such Holder’s counsel. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (b) In connection with any Registration Statement utilized by the Company to satisfy its obligations under this Agreement, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within ten (10) Business Days to any written request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement and related prospectus pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related prospectus. (c) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the date on which the Company has filed such reports, and the Company shall notify the Holders in writing as promptly as practicable when such suspension is no longer required. (d) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 33(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that provided, that, such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. Notwithstanding anything herein to the contrary, (ai) Notwithstanding Section 2------------------------------ the Company shall have the right from time to time to require Purchasers not to sell under the Shelf Registration or to suspend the effectiveness thereof during the period starting with the date 15 days prior to the Company's good faith estimate of the proposed date of closing of an underwritten public offering of equity securities of the Company for the account of the Company (or such longer period, not to exceed 30 days, as the Company may be engaged in a "road show" in connection with such offering), and subject to ending on the provisions of this Section 3date 90 days following such closing, and (ii) the Company shall be permitted, in limited circumstances, entitled to require Purchasers not to sell under the Shelf Registration or to suspend the use, from time to time, of the Prospectus that is part of effectiveness thereof (but not for a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”period exceeding 60 days) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commissiondetermines, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in its good faith judgment, that (A) the offer such offering or sale of any Registrable Securities continued effectiveness would materially impede, delay or interfere with any proposed material financing, offer or sale of securitiesacquisition, acquisitiondisposition, corporate reorganization or other material transaction involving the CompanyCompany or any of its subsidiaries, (B) after public disclosure of any such transaction would be required prior to the advice time such disclosure might otherwise be required, or (C) when the Company is in possession of counselmaterial information that it deems advisable not to disclose in a registration statement. The Company may not exercise its rights under this Section 2(b) more than two times during any 12-month period; provided, that the sale period during which the Company requires Purchaser not to sell under the Shelf Registration or suspends effectiveness thereof under this Section 2(b) shall not exceed 150 days during such 12-month period. Once any Shelf Registration has been declared effective, any period during which the Company causes Purchaser to not sell under the Shelf Registration or fails to keep such Shelf Registration effective and usable for resale of Registrable Securities pursuant for the period required hereunder shall be referred to as a "Registration Suspension Period". Following the date a Shelf Registration becomes effective, a Purchaser shall be required to advise the Company in writing of its intent to sell Registrable Securities under the Shelf Registration Statement would require disclosure two Business Days prior to the date of non-public material information not otherwise required to be disclosed under applicable lawthe intended sale, and (C) (x) at which time the Company has shall advise such Purchaser whether a bona fide business purpose Registration Suspension Period is then currently in effect by giving written notice pursuant to this Section 2(b) to such Purchaser of its determination that such registration statement is no longer in effect or usable for preserving the confidentiality resale of such transaction, Registrable Securities (y) disclosure would have a material adverse effect on "Suspension Notice"). If the Company or does not respond to a Purchaser's notice of its intent to sell Registrable Securities within two Business Days of the Company’s ability to consummate such transaction's receipt of that notice, or (z) such transaction renders the Company unable will be deemed to comply with Commission requirements, in each case under circumstances have confirmed that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement is currently in effect and no Registration Suspension Period exists. Any Registration Suspension Period shall continue until the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, when the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event notifies Purchasers that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received prospectus included in a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement registration statement filed pursuant to this Section 32 may be resumed for the disposition of Registrable Securities. Any Suspension Notice is not required to state the reason therefor, but shall be sufficient if it contains a certification by an executive officer of the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall suspension is permitted by this Section 2(b). The Effectiveness Period will be maintained effective pursuant to this Agreement extended by the same number of days during the period from the date of receipt by the Holders of the that comprise a Registration Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable SecuritiesPeriod.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 32.1, the Company shall be permittedpermitted (x) to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 , in limited circumstances, (y) to suspend the use, from time to time, effectiveness of the Prospectus that is part of a any Shelf Registration Statement or (and therefore suspend sales of z) to require the Holders not to sell Registrable Securities under such any Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holdersin each case, for such times as the Company reasonably may determine is necessary and advisable up to sixty (but in no event for more than an aggregate of ninety (9060) days in any rolling twelve (12)-month period commencing on from the date of this Agreement or more than forty-five the Suspension Event (45as defined below) consecutive daysdescribed in the Suspension Notice (as defined below), except as a result of a refusal by the Commission to declare if any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority the board of directors of the Board Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere Company intends to undertake an underwritten public offering in connection with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other a material transaction involving (provided, however, that to the Companyextent the Company undertakes an underwritten public offering in connection with such transaction, Holders shall be entitled to the rights set forth in Section 2.2); (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public a material information not transaction that would otherwise be required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of due to such transaction, (y) disclosure registration would have a material an adverse effect on the Company or the Company’s ability to consummate such a material transaction, (C) such registration or continued registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (zD) such transaction renders registration or continued registration would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical the requirements of the Securities Act or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicableExchange Act; or (ii) a majority solely in the case of foregoing clause (y) or clause (z), the board of directors of the Board Company determines in good faith, upon faith after consultation with outside legal counsel for the advice of counsel, Company that it is in the Company’s best interest or it Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file amend a post-effective amendment to the Shelf Registration Statement in order to ensure that it (or the Prospectus included prospectus contained therein) does not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) light of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) thatcircumstances under which they were made, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such informationmisleading. Upon the occurrence of any such suspensionSuspension Event, the Company shall use its reasonable best efforts to resolve the Suspension Event and to file the applicable Shelf Registration Statement, to cause the applicable Shelf Registration Statement to become effective or and/or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement Statement, as applicable, as soon as reasonably possible. If the Company exercises a suspension under this Section 2.4(a), then during the period of such suspension, the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of Company equity securities (whether for the benefit of the Company or a third Person), except (A) transactions involving the issuance or purchase of Company equity securities as contemplated by employee benefit plans or employee or director arrangements and (B) in connection with a transaction described in clause (i) of this Section 2.4(a). (b) In the case of an event that causes the The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above shall provide written notice (a “Suspension EventNotice”)) to the Holders of the occurrence of any Suspension Event within three (3) calendar days after its occurrence; provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to Section 2.4(a) more than twice during any twelve (12)-month period or less than thirty (30) days following the conclusion of any prior Suspension Event. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the applicable Shelf Registration Statement as promptly as possible. A Holder shall not effect and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the applicable Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders promptly (and to no later than three (3) calendar days and, in any event, during the Selling Holders’ Counsel, if any, promptly permitted sixty (60) day suspension period) following the conclusion of any Suspension Event and its effect. The filing of any prospectus by the Company relating to an underwritten offering of Common Shares shall be deemed an End of Suspension Notice. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 32.4(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that Common Stock the Registrable Securities covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”, which shall not include material non-public information) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) calendar days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive calendar days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Shelf Registration Statement complies as to form with Securities Act requirements and that the Prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice (but shall not include any material non-public information, other than to the extent that the suspension may constitute material non-public information) and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below), it being agreed that a Suspension Notice shall not in and of itself limit a Holder’s ability to sell Registrable Securities in reliance on Securities Act Rule 144. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a) or 2.2(a), the Company shall be permittedpermitted to postpone the filing of the Registration Statement, in limited circumstances, and from time to time to require Holders not to sell under the Registration Statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holdersuse or effectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 120 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 90 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) ), if either any of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and or (C) (x) the Company has a bona fide business purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the . The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension EventNotice”), ) to the Company shall give a Suspension Notice to Holders and the Selling Holders’ Counsel, if any, of the occurrence of any Suspension Event. If as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Holder agrees that (i) it will immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for Registration Statement until the notice and that such suspension shall continue only for so long as the Suspension Event Holder receives copies of a supplemental or its effect is continuing and amended prospectus (which the Company is using its reasonable best efforts agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect receives notice that any sales of the Registrable Securities pursuant to such Shelf Registration Statement (post-effective amendment has become effective or such filings) at any time after it has received a Suspension Notice from unless otherwise notified by the Company that it may resume such offers and prior to receipt sales, and (ii) it will maintain the confidentiality of an End of Suspension Notice (as defined below)any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice, other than permanent file copies in the possession of such Holder’s counsel. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (b) In connection with any Registration Statement utilized by the Company to satisfy its obligations under this Agreement, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within ten (10) Business Days to any written request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement and related prospectus pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related prospectus. (c) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the date on which the Company has filed such reports, and the Company shall notify the Holders in writing as promptly as practicable when such suspension is no longer required. (d) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 33(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that provided, that, such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject Subject to the provisions of this Section 3, the Company REIT shall be permitted, in limited circumstances, to delay or suspend the use, from time to time, of the Prospectus that is part of a Shelf the Registration Statement (and therefore delay or suspend sales of the Registrable Securities Shares under such Shelf the Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the HoldersHolders and by issuing a press release, making a filing with the Commission or such other means that the REIT reasonably believes to be a reliable means of communication, for such times as the Company REIT reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 60 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company REIT has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company REIT must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the CompanyREIT, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, law and (C) (x) the Company REIT has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company REIT or the CompanyREIT’s ability to consummate such transaction, transaction or (z) such transaction renders the Company REIT unable to comply with Commission requirements, in each case case, under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the CompanyREIT’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company REIT shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company REIT to suspend the use of a Shelf the Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company REIT shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company REIT is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder 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 REIT and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the CompanyREIT, each Holder will deliver to the Company REIT (at the expense of the CompanyREIT) all copies other than permanent file copies then in such Holder’s possession of the Prospectus 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) following further written notice to such effect (an “End of Suspension Notice”) from the CompanyREIT, which End of Suspension Notice shall be given by the Company REIT to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) a. Notwithstanding Section 2, and subject to the provisions of this Section 32.1(a) or 2.2(a), the Company shall be permittedpermitted to postpone the filing of the Registration Statement, in limited circumstances, and from time to time to require Holders not to sell under the Registration Statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holdersuse or effectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 120 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 90 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) ), if either any of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the . The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension EventNotice”), ) to the Company shall give a Suspension Notice to Holders and the Selling Holders’ Counsel, if any, of the occurrence of any Suspension Event. If as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Holder agrees that (i) it will immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally Shares under the basis for Registration Statement until the notice and that such suspension shall continue only for so long as the Suspension Event Holder receives copies of a supplemental or its effect is continuing and amended prospectus (which the Company is using its reasonable best efforts agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect receives notice that any sales of the Registrable Securities pursuant to such Shelf Registration Statement (post-effective amendment has become effective or such filings) at any time after it has received a Suspension Notice from unless otherwise notified by the Company that it may resume such offers and prior to receipt sales, and (ii) it will maintain the confidentiality of an End of Suspension Notice (as defined below)any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice, other than permanent file copies in the possession of such Holder’s counsel. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. b. In connection with any Registration Statement utilized by the Company to satisfy its obligations under this Agreement, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (ci) respond within ten (10) Business Days to any written request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Shares (including the proposed manner of sale) that may be required to be included in such Registration Statement and related prospectus pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Shares and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related prospectus. c. Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that provided, that, such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable SecuritiesShares.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(31 0(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.2(a), and 2.2(d), the Company shall be permittedpermitted to postpone the filing of any Shelf Registration Statement or any registration statement filed in connection with a Demand Registration, in limited circumstances, and from time to time to require the Holders not to sell Registrable Securities under any Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine upon the advice of counsel is necessary and advisable (but in no event shall the Company be entitled to exercise such right for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective consummation date of the post-effective amendment) Initial Public Offering), if either any of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board board of directors of the Company reasonably determines in good faith and based on the advice of counsel that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the such Shelf Registration Statement or other registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, law and the Company has a bona fide business purpose for preserving the confidentiality of such information or (C) (xC)(x) the Company has a bona fide business purpose for preserving the confidentiality of such a material transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board board of directors of the Company determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or such other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or such other registration statement on a post-post effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably practicable following the case end of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”), the Company shall give . Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effecteffect (and in any event within the time periods set forth in the preceding paragraph); provided that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.4(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.4(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.5(a) hereof) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that the Common Stock covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.1(c), 2.2(a) and 2.2(d), the Company shall be permittedpermitted to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 or any registration statement filed in connection with a Demand Registration pursuant to Section 2.2, in limited circumstances, and from time to time to require the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board members of the board of directors of the Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, material acquisition, corporate reorganization or other material transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (xB)(x) the Company has a bona fide business purpose for preserving the confidentiality of a material transaction that would otherwise be required to be disclosed due to such transactionregistration, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board members of the board of directors of the Company determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3iii) discloses if the Company is subject to any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement its customary suspension or any material change to blackout periods, for all or part of such informationperiod. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly reasonably possible following the conclusion of any the applicable Suspension Event and its effect. . The Company will provide written notice (ca “Suspension Notice”) Notwithstanding any provision herein to the contraryHolders of the occurrence of any Suspension Event; provided, if however, that the Company shall give not be permitted to exercise a Suspension Notice with respect to any Shelf Registration Statement suspension pursuant to this Section 32.5(a) (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding sixty (60) days in the Company agrees that it shall extend the period of time aggregate during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.twelve (12)-month

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement or Demand Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement or Demand Registration Statement, as applicable), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Holder’s Counsel, if any, and in the Holdersabsence of any Selling Holder’s Counsel, to the Holder, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement or Demand Registration Statement, as applicable, effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) or Demand Registration Statement (or such filings), as applicable, to become effective or to promptly amend or supplement the Shelf Registration Statement or Demand Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or Demand Registration Statement, as applicable, or file a post-effective amendment to the Shelf Registration Statement or Demand Registration Statement, as applicable, in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or Demand Registration Statement, as applicable, (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or Demand Registration Statement, as applicable (or of the most recent post-effective amendment) ), that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or Demand Registration Statement, as applicable, or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or Demand Registration Statement, as applicable, to become effective or to promptly amend or supplement the Shelf Registration Statement or Demand Registration Statement, as applicable, on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement Statementor Demand Registration Statement, as applicable, as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement or Demand Registration Statement, as applicable, as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Holder’s Counsel, if any, and in the Holders absence of any Selling Holder’s Counsel, to the Holder, to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement or Demand Registration Statement, as applicable, as promptly as possible. A The Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Shelf Registration Statement or Demand Registration Statement, as applicable, (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each the Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such the Holder’s possession of the Prospectus prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders Holder may recommence effecting sales of the Registrable Securities Shares pursuant to the Shelf Registration Statement or Demand Registration Statement, as applicable, (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Holder’s Counsel, if any, and in the absence of any Selling Holder’s Counsel, to the Holder, 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 Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 32.01 or Section 2.02, the Company shall be permittedpermitted (x) to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.01 or any Demand Registration Statement filed pursuant to Section 2.02, in limited circumstances, (y) to suspend the use, from time to time, effectiveness of the Prospectus that is part of a any Shelf Registration Statement or Demand Registration Statement or (and therefore suspend sales of z) to require the Holders not to sell Registrable Securities under such any Shelf Registration Statement or Demand Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holdersin each case, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority the board of directors of the Board Company determines in good faith that (A) the offer or sale disclosure of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other a material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement that would require disclosure of non-public material information not otherwise be required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of due to such transaction, (y) disclosure registration would have a material an adverse effect on the Company or the Company’s ability to consummate such a material transaction, (B) such registration or continued registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (zC) such transaction renders registration or continued registration would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical the requirements of the Securities Act or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicableExchange Act; or (ii) a majority solely in the case of foregoing clause (y) or clause (z), the board of directors of the Board Company determines in good faith, upon faith that the advice of counsel, that it is in the Company’s best interest or it Company is required by law, rule or regulation to supplement the or amend a Shelf Registration Statement or file a post-effective amendment to the Shelf Demand Registration Statement in order to ensure that it (or the Prospectus included prospectus contained therein) does not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) light of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) thatcircumstances under which they were made, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such informationmisleading. Upon the occurrence of any such suspensionSuspension Event, the Company shall use its reasonable best efforts to resolve the Suspension Event and to file the applicable Shelf Registration Statement or Demand Registration Statement, to cause the applicable Shelf Registration Statement or Demand Registration Statement to become effective or and/or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or Demand Registration Statement, as applicable, as soon as reasonably possible. If the Company exercises a suspension under this Section 2.05(a), then during the period of such suspension, the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of Company equity securities (whether for the benefit of the Company or a third Person), except (A) transactions involving the issuance or purchase of Company equity securities as contemplated by employee benefit plans or employee or director arrangements and (B) the issuance of Company equity securities as acquisition consideration pursuant to any transaction described in clause (i) of this Section 2.05(a). (b) In the case of an event that causes the The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension EventNotice”)) to the Holders of the occurrence of any Suspension Event within three (3) Business Days after its occurrence; provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to Section 2.05(a) more than twice during any twelve (12)-month period, more than once per quarter or for a period exceeding sixty (60) days on any one occasion. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the applicable Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf or Demand Registration Statement and (or such filingsii) at maintain the confidentiality of any time after it has received a information included in the Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the applicable Shelf Registration Statement (or such filings) Demand Registration Statement following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders promptly (and to the Selling Holders’ Counsel, if any, promptly no later than three (3) Business Days) 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 Shelf Registration Statement or Demand Registration Statement pursuant to this Section 32.05(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or Demand Registration Statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.06(a)) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that Common Stock the Registrable Securities covered by such Shelf Registration Statement or Demand Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.2(a), and 2.2(d), the Company shall be permittedpermitted to postpone the filing of any Shelf Registration Statement or any registration statement filed in connection with a Demand Registration or Holder Piggy-Back Registration, in limited circumstances, and from time to time to require the Holders not to sell Registrable Securities under any Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine upon the advice of counsel is necessary and advisable (but in no event shall the Company be entitled to exercise such right more than two times or for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective consummation date of the post-effective amendment) Initial Public Offering), if either any of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board board of directors of the Company reasonably determines in good faith and based on the advice of counsel that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the such Shelf Registration Statement or other registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, law and the Company has a bona fide business purpose for preserving the confidentiality of such information or (C) (xC)(x) the Company has a bona fide business purpose for preserving the confidentiality of such a material transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board board of directors of the Company determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or such other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or such other registration statement on a post-post effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably practicable following the case end of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”), the Company shall give . Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effecteffect (and in any event within the time periods set forth in the preceding paragraph); provided that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.5(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.5(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.6(a) hereof) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that the Common Stock Shares covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective post -effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus 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) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable SecuritiesShares.

Black-Out Periods. (a) Notwithstanding Section 24, and subject to the provisions of this Section 36, the Company shall (with the consent of the holders of a majority of the Investor Registrable Securities, if any, registered under a Shelf Registration Statement) be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, holders of Registrable Securities registered under such Self Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety sixty (9060) days in any rolling twelve (12)-month 12) month period commencing on the date of this Agreement or more than forty-five thirty (4530) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, material contemplated acquisition, corporate reorganization divestiture, registered primary offering or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. The Company may extend the Suspension Period for an additional consecutive 30 days (not to exceed ninety (90) days in any rolling twelve- month period) with the consent of the holders of a majority of the Investor Registrable Securities registered under the applicable Shelf Registration Statement, which consent shall not be unreasonably withheld. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders holders of Registrable Securities registered pursuant to such Self Registration Statement to suspend sales of the Registrable Securities and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by Each Holder agrees that such Holder shall treat as confidential the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension NoticeNotice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 36, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b) or 4, the Company shall be permitted, in limited circumstances, permitted to suspend postpone the use, from time to time, filing of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such including any Shelf Registration Statement), by providing written notice (a “Suspension Notice”) and from time to time to require Holders not to sell under the Selling Holders’ Counsel, if any, and Registration Statement or to suspend the Holdersuse or effectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event shall the Company be entitled to exercise such right more than two times or for more than an aggregate of ninety (90) 150 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) consecutive daysAgreement, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) ), if either any of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and or (C) (x) the Company has a bona fide business purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, based on the advice of counsel, to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or filing thereof as soon as possible. (b) In the case of an event that causes the . The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension EventNotice”), ) to the Company shall give a Suspension Notice to Holders and the Selling Holders’ Counsel, if any, of the occurrence of any Suspension Event. If as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Holder agrees that (i) it will immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for Registration Statement until the notice and that such suspension shall continue only for so long as the Suspension Event Holder receives copies of a supplemental or its effect is continuing and amended prospectus (which the Company is using its reasonable best efforts agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect receives notice that any sales of the Registrable Securities pursuant to such Shelf Registration Statement (post-effective amendment has become effective or such filings) at any time after it has received a Suspension Notice from unless otherwise notified by the Company that it may resume such offers and prior to receipt sales, and (ii) it will maintain the confidentiality of an End of Suspension Notice (as defined below)any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice, other than permanent file copies in the possession of such Holder’s counsel. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (b) In connection with any Registration Statement utilized by the Company to satisfy its obligations under this Agreement, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within ten (10) Business Days to any written request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement and related prospectus pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related prospectus. (c) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the date on which the Company has filed such reports, and the Company shall use commercially reasonable efforts, taking into account the circumstances of the Company at such time, to file the required reports as promptly as commercially practicable, and shall notify the Holders as promptly as practicable when such suspension is no longer required. (d) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 33(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that provided, that, such period of time shall not be extended beyond the date that Class A Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Shelf Registration Statement complies as to form with Securities Act requirements and that the Prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b) and 2.1(e), the Company shall be permitted, in limited circumstances, permitted to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 and from time to time to require the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board members of the board of directors of the Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, material acquisition, corporate reorganization or other material transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (xB)(x) the Company has a bona fide business purpose for preserving the confidentiality of a material transaction that would otherwise be required to be disclosed due to such transactionregistration, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board members of the board of directors of the Company determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3iii) discloses if the Company is subject to any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement its customary suspension or any material change to blackout periods, for all or part of such informationperiod. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably possible following the case conclusion of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”); provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to this Section 2.4(a) (i) more than twice during any twelve (12)-month period, or (ii) for a period exceeding sixty (60) days in the aggregate during such twelve (12)-month period. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect; provided that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.4(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.4(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.5(a)) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that Common Stock the Ordinary Shares covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), 2.1(b), 2.2(a), and 2.2(d), the Company shall be permittedpermitted to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 or any registration statement filed in connection with a Demand Registration pursuant to Section 2.2 hereof, in limited circumstances, and from time to time to require the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board members of the board of directors of the Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, material acquisition, corporate reorganization or other material transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (xB)(x) the Company has a bona fide business purpose for preserving the confidentiality of a material transaction that would otherwise be required to be disclosed due to such transactionregistration, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable inadvisable, to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board members of the board of directors of the Company determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably possible following the case conclusion of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”); provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to this Section 2.4(a)(i) more than twice during any twelve (12)-month period, or (ii) for a period exceeding ninety (90) days on any one occasion. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect; provided that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.4(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.4(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.5(a) hereof) by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that Common Stock the Registrable Securities covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 32.1, the Company shall be permittedpermitted (x) to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1, in limited circumstances, (y) to suspend the use, from time to time, effectiveness of the Prospectus that is part of a any Shelf Registration Statement or (and therefore suspend sales of z) to require the Holders not to sell Registrable Securities under such any Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holdersin each case, for such times as the Company reasonably may determine is necessary and advisable up to sixty (but in no event for more than an aggregate of ninety (9060) days in any rolling twelve (12)-month period commencing on from the date of this Agreement or more than forty-five the Suspension Event (45as defined below) consecutive daysdescribed in the Suspension Notice (as defined below), except as a result of a refusal by the Commission to declare if any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority the board of directors of the Board Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere Company intends to undertake an underwritten public offering in connection with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other a material transaction involving (provided, however, that to the Companyextent the Company undertakes an underwritten public offering in connection with such transaction, Holders shall be entitled to the rights set forth in Section 2.2); (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public a material information not transaction that would otherwise be required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of due to such transaction, (y) disclosure registration would have a material an adverse effect on the Company or the Company’s ability to consummate such a material transaction, (C) such registration or continued registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (zD) such transaction renders registration or continued registration would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical the requirements of the Securities Act or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicableExchange Act; or (ii) a majority solely in the case of foregoing clause (y) or clause (z), the board of directors of the Board Company determines in good faith, upon faith after consultation with outside legal counsel for the advice of counsel, Company that it is in the Company’s best interest or it Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file amend a post-effective amendment to the Shelf Registration Statement in order to ensure that it (or the Prospectus included prospectus contained therein) does not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) light of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) thatcircumstances under which they were made, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such informationmisleading. Upon the occurrence of any such suspensionSuspension Event, the Company shall use its reasonable best efforts to resolve the Suspension Event and to file the applicable Shelf Registration Statement, to cause the applicable Shelf Registration Statement to become effective or and/or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement Statement, as applicable, as soon as reasonably possible. If the Company exercises a suspension under this Section 2.4(a), then during the period of such suspension, the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of Company equity securities (whether for the benefit of the Company or a third Person), except (A) transactions involving the issuance or purchase of Company equity securities as contemplated by employee benefit plans or employee or director arrangements and (B) in connection with a transaction described in clause (i) of this Section 2.4(a). (b) In the case of an event that causes the The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above shall provide written notice (a “Suspension EventNotice”)) to the Holders of the occurrence of any Suspension Event within three (3) calendar days after its occurrence; provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to Section 2.4(a) more than twice during any twelve (12)-month period or less than thirty (30) days following the conclusion of any prior Suspension Event. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the applicable Shelf Registration Statement as promptly as possible. A Holder shall not effect and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the applicable Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders promptly (and to no later than three (3) calendar days and, in any event, during the Selling Holders’ Counsel, if any, promptly permitted sixty (60) day suspension period) following the conclusion of any Suspension Event and its effect. The filing of any prospectus by the Company relating to an underwritten offering of Common Shares shall be deemed an End of Suspension Notice. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 32.4(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that Common Stock the Registrable Securities covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (ai) Notwithstanding Section 2, and subject to the provisions of this Section 34.2, the Company Shimmick shall be permittedpermitted (w) to postpone the filing of any Shelf Registration Statement filed pursuant to Section 4.2, in limited circumstances, (x) to suspend the useeffectiveness of any Shelf Registration Statement, (y) to require AECOM not to sell Registrable Securities under any Shelf Registration Statement and (z) reject (or abandon) any Requested Underwritten Offering, in each case, for up to seventy five (75) days from time to time, the date of the Prospectus Suspension Event (as defined below) described in the Suspension Notice (as defined below), if any of the following events shall occur (each such circumstance a “Suspension Event”): (i) the Board determines in good faith that (A) Shimmick intends to undertake an underwritten public offering in connection with a material transaction (provided, however, that to the extent Shimmick undertakes an underwritten public offering in connection with such transaction, AECOM shall be entitled to the rights set forth in Section 4.2(e)); (B) disclosure of a material transaction that would otherwise be required to be disclosed due to such registration would have a materially adverse effect on Shimmick or its ability to consummate such a material transaction or (C) such registration or continued registration would render Shimmick unable to comply with the requirements of the Securities Act or Exchange Act; or (ii) solely in the case of foregoing clause (x) or clause (y), the Board determines in good faith after consultation with outside legal counsel for Shimmick that Shimmick is part of required by law, rule or regulation to supplement or amend a Shelf Registration Statement in order to ensure that it (and therefore suspend sales or the prospectus contained therein) does not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Registrable Securities circumstances under such which they were made, not misleading. Upon the occurrence of any Suspension Event, Shimmick shall use its reasonable best efforts to resolve the Suspension Event and to (i) file the applicable Shelf Registration Statement, to cause the applicable Shelf Registration Statement to become effective and/or to permit resumed use of the Shelf Registration Statement, as applicable, and (ii) offer to effectuate any previously requested Request Underwritten Offering, in each case, as soon as reasonably possible. If Shimmick exercises a suspension under this Section 4.2(f), then during the period of such suspension, Shimmick shall not engage in any transaction involving the offer, issuance, sale or purchase Shimmick equity securities (whether for the benefit of Shimmick or a third person), except (A) transactions involving the issuance or purchase of Shimmick equity securities as contemplated by providing employee benefit plans or employee or director arrangements and (B) in connection with a transaction described in clause (i) of this Section 4.1(f). (ii) Shimmick shall provide written notice (a “Suspension Notice”) to AECOM of the Selling Holders’ Counseloccurrence of any Suspension Event within three (3) calendar days after its occurrence; provided, if anyhowever, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for that Shimmick shall not be permitted to exercise a suspension pursuant to Section 4.2(f) more than an aggregate of ninety (90) days in the aggregate during any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result period. Upon receipt of a refusal by Suspension Notice, AECOM agrees that it will (i) immediately discontinue offers and sales of Registrable Securities under the Commission to declare any post-effective amendment to the applicable Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (Cii) (x) the Company has a bona fide business purpose for preserving maintain 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus any information included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event unless otherwise required by law or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possiblesubpoena. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders AECOM may recommence effecting offers and sales of the Registrable Securities pursuant to the applicable Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the CompanyAECOM, which End of Suspension Notice shall be given by Shimmick to AECOM promptly (and no later than three (3) calendar days and, in any event, during the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly permitted seventy five (75) day suspension period) following the conclusion of any Suspension Event and its effect. (c) Notwithstanding . The filing of any provision herein prospectus by Shimmick relating to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period an underwritten offering of time during which such Shelf Registration Statement Common Stock shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the deemed an End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable SecuritiesNotice.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a) and 2.1(b), the Company shall be permittedpermitted to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1, in limited circumstances, and from time to time to require the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board Company determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the such Shelf Registration Statement or other registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and or (C) (xC)(x) the Company has a bona fide business purpose for preserving the confidentiality of such a material transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such a material transaction, or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case case, under circumstances that would make it impractical or inadvisable inadvisable, to cause the Shelf Registration Statement or other registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board Company determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or other registration statement or file a post-effective amendment to the such Shelf Registration Statement or other registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or other registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such Shelf Registration Statement or other registration statement was filed, or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or NY\5900697.1 other registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or other registration statement to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as possible. (b) In reasonably possible following the case conclusion of an event that causes the applicable Suspension Event and its effect. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event”); provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to this Section 2.2(a) (i) more than twice during any twelve (12)-month period, or (ii) for a period exceeding ninety (90) days on any one occasion. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (x) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of under the Shelf Registration Statement as promptly as possible. A Holder shall not effect or other registration statement, and (y) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect; provided, that the Holders agree that they will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.2(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement or other registration statement pursuant to this Section 32.2(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that Common Stock the REIT Shares covered by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the HoldersHolders and by issuing a press release, making a filing with the Commission or such other means that the Company reasonably believes to be a reliable means of communication, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus 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) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable SecuritiesShares.

Black-Out Periods. (a) Notwithstanding Section 2, and subject Subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to delay the filing of a Shelf Registration Statement or amendment thereto or the filing or suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and to the Holders, Holders for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or more than forty-five (45) 45 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) any such filing, use or 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 material transaction involving the Company, (B) after the advice of counsel, any such filing, use or the offer or sale of any Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to file the Shelf Registration Statement or to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to file the Shelf Registration Statement, to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to delay any such filing or suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice notice shall state generally the basis for the notice and that such delay or suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to file, or to terminate suspension of the use of of, the Shelf Registration Statement as promptly as possible. A Holder 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus 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) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (ai) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for For not more than an aggregate thirty (30) consecutive days and for a total of ninety not more than sixty (9060) days in any rolling twelve twenty-four (12)-month 24) calendar month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which casean “Allowed Delay Period”), the Company must terminate may by written notice require that the black-out period Holders immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale cease sales of Registrable Securities pursuant to the Shelf a Registration Statement would require at any time that: (A) the Company becomes engaged in a business activity or negotiation which is not disclosed in a Registration Statement (or the prospectus included therein) which the Company reasonably believes must be disclosed therein under applicable law and which the Company desires to keep confidential for business purposes, (B) the Company determines that a particular disclosure of non-public material information not otherwise so determined to be required to be disclosed under applicable law, and therein would be premature or would materially adversely affect the Company or its business or prospects or (C) the Registration Statement or related Prospectus can no longer be used under the existing rules and regulations promulgated under the Securities Act (each of (A), (B) or (C), a “Material Condition”); provided that a period of at least ninety (90) calendar days shall elapse from the end of any Allowed Delay Period until the beginning of the subsequent Allowed Delay Period. The Company shall not be required to disclose to the Holders which of the reasons specified in (A), (B) or (C) above is the basis for requiring a suspension of sales due to the occurrence of a Material Condition. The Company shall use its commercially reasonable best efforts to ensure that the use of the Registration Statement (and the prospectus included therein) may be resumed as soon as it is practicable. (ii) If the Company notifies the Holders that no sales of Registrable Securities may be made for any period of time in excess of an Allowed Delay Period, then, subject to the conditions set forth in Section 2(c)(ii) hereof, the Company shall pay to each Holder an amount in cash (an “Additional Blackout Payment”), which payment shall be in lieu of the Registration Delay Payment which would otherwise be applicable, equal to: (A) the weighted average (based on daily trading volume) of the mid-point between the daily high and low trading prices reported on the national exchange or quotation system on which the Common Stock is then listed or quoted on each of the Trading Days in excess of the Allowed Delay Period (the “Excess Days”) (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding Business Day on which there was such a price or quotation for a total number of Trading Days equal to the number of Excess Days), minus (B) the Per Share Market Value on the first day of the Excess Days period, multiplied by (C) the lesser of (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, Deemed Volume or (y) disclosure would have a material adverse effect the number of Registrable Securities (provided that, the Registrable Securities relating to the Warrants shall only be included in such number of Registrable Securities if the weighted average trading price referenced in subclause (A) above is in excess of $5.50). The Company shall pay any Additional Blackout Payment in cash to each Holder of Registrable Securities and/or Securities that are convertible into or exercisable for Registrable Securities (whether or not such Securities are then convertible or exercisable) on the Company or last Business Day of each month during which any Excess Days have occurred. In the Company’s ability to consummate such transaction, or (z) such transaction renders event that the Company unable fails to comply with Commission requirementsmake an Additional Blackout Payment within ten (10) Business Days of the date such Additional Blackout Payment is due, then such Additional Blackout Payment shall bear interest at the rate of 2.0% per month (prorated for partial months) until paid in each case under circumstances full. The parties hereto agree that the foregoing Additional Blackout Payment is intended as a reasonable estimation of the damages that would make it impractical or inadvisable to cause be incurred by the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is Holders in the Company’s best interest or it is required by law, rule or regulation 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 information required under Section 10(a)(3) event of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspensionan event triggering the obligation to pay an Additional Blackout Payment, and is not intended as a penalty. Such payments shall not constitute the Company shall use its reasonable best efforts to cause Holders’ exclusive remedy for the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use occurrence of the Shelf Registration Statement as soon as possibleExcess Days. (biii) In the case For purposes of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.3(r):

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Demand Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Demand Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Demand 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Demand Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Demand Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Demand Registration Statement or file a post-effective amendment to the Shelf Demand Registration Statement in order to ensure that the Prospectus included in the Shelf Demand Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Demand Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Demand Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Demand Registration Statement to become effective or to promptly amend or supplement the Shelf Demand Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Demand Registration Statement as soon as possible. The Company shall be entitled to exercise its rights under this Section 3(a) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed an aggregate of forty-five (45) days in any rolling twelve (12)-month period or more than thirty (30) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Demand Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment, without incurring liability for liquidated damages otherwise required pursuant to Section 2(d). (b) In the case of an event that causes the Company to suspend the use of a Shelf Demand Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Demand Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Demand Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Demand Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Demand Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Demand Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Demand Registration Statement are no longer Registrable Securities. (d) The Company shall use reasonable best efforts to avoid the issuance of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction.

Black-Out Periods. (a) a. Notwithstanding Section 2, and subject to the provisions of this Section 32.1, the Company shall be permittedpermitted (x) to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 , in limited circumstances, (y) to suspend the use, from time to time, effectiveness of the Prospectus that is part of a any Shelf Registration Statement or (and therefore suspend sales of z) to require the Holders not to sell Registrable Securities under such any Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holdersin each case, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in advisable, if any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority the board of trustees of the Board Company determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere Company intends to undertake an underwritten public offering in connection with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other a material transaction involving (provided, however, that to the Companyextent the Company undertakes an underwritten public offering in connection with such transaction, Holders shall be entitled to the rights set forth in Section 2.2); (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public a material information not transaction that would otherwise be required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of due to such transaction, (y) disclosure registration would have a material an adverse effect on the Company or the Company’s ability to consummate such a material transaction, (C) such registration or continued registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (zD) such transaction renders registration or continued registration would render the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical the requirements of the Securities Act or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicableExchange Act; or (ii) a majority solely in the case of foregoing clause (y) or clause (z), the board of trustees of the Board Company determines in good faith, upon faith after consultation with outside legal counsel for the advice of counsel, Company that it is in the Company’s best interest or it Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file amend a post-effective amendment to the Shelf Registration Statement in order to ensure that it (or the Prospectus included prospectus contained therein) does not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) light of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) thatcircumstances under which they were made, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such informationmisleading. Upon the occurrence of any Suspension Event, the Company shall use commercially reasonable efforts to resolve the Suspension Event and to file the applicable Shelf Registration Statement, to cause the applicable Shelf Registration Statement to become effective and/or to permit resumed use of the Shelf Registration Statement, as applicable, as soon as reasonably possible. If the Company exercises a suspension under this Section 2.4(a), then during the period of such suspension, the Company shall use its reasonable best efforts to cause not engage in any transaction involving the Shelf Registration Statement to become effective offer, issuance, sale or to promptly amend or supplement purchase of Company equity securities (whether for the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use benefit of the Shelf Registration Statement Company or a third Person), except (A) transactions involving the issuance or purchase of Company equity securities as soon as possiblecontemplated by employee benefit plans or employee or director arrangements and (B) in connection with a transaction described in clause (i) of this Section 2.4(a). (b) In the case of an event that causes the b. The Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above will provide written notice (a “Suspension EventNotice”)) to the Holders of the occurrence of any Suspension Event within three (3) calendar days after its occurrence; provided, however, that the Company shall give not be permitted to exercise a suspension pursuant to Section 2.4(a) more than twice during any twelve (12)-month period or less than thirty (30) days following the conclusion of any prior Suspension Event; provided that in no event shall the number of days covered by one or more Suspension Events exceed ninety (90) days during the twelve (12)-month period immediately following the expiration of the Lockup Agreement or one hundred twenty (120) days in any three hundred and sixty-five (365)-day period thereafter. Upon receipt of a Suspension Notice to the Selling Holders’ CounselNotice, if any, each Holder agrees that it will (i) immediately discontinue offers and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally under the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the applicable Shelf Registration Statement as promptly as possible. A Holder shall not effect and (ii) maintain the confidentiality of any sales of information included in the Registrable Securities 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 below). If so directed unless otherwise required by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Noticelaw or subpoena. The Holders may recommence effecting offers and sales of the Registrable Securities pursuant to the applicable Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders promptly (and to the Selling Holders’ Counsel, if any, promptly no later than three (3) calendar days) following the conclusion of any Suspension Event and its effect. The filing of any prospectus by the Company relating to an underwritten offering of Common Shares shall be deemed an End of Suspension Notice. (c) c. Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 32.4(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that Common Stock the Registrable Securities covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (a1) Notwithstanding Section 2, and subject anything to the provisions contrary in this Agreement, at any time after the filing of this Section 3the Registration Statement, the Company shall be permittedCompany, in limited circumstancesby written notice to the Investor (a “Suspension Notice”), to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore may suspend sales of the Registrable Securities under such Shelf pursuant to a Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) 90 days in any rolling twelve (12)-month 12-month period commencing on the date of this Agreement or (y) more than forty60 days in any rolling 90-five (45) consecutive daysday period), except as a result of a refusal by the Commission to declare if any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i1) a majority of the Board determines of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other material significant transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf 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 purpose for preserving the confidentiality of such the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such the proposed transaction, or (z) such the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii2) a majority of the Board determines of Directors of the Company shall have determined in good faith, upon after the advice of counsel, that it is in the Company’s best interest or it Company is required by law, rule or regulation 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 incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Shelf Registration Statement (1) contains the information any prospectus required under Section 10(a)(3) of the Securities Act; (2B) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3C) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Any period in which the use of the Registration Statement has been suspended in accordance with this Section 2(b) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement compatible with the Investor’s best interests, as applicable, so as to permit the Company to resume sales of the Registrable Securities as soon as possible. (b2) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder The Investor shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder the Investor will deliver to the Company (at the expense of the Company) all copies (other than permanent file copies copies) then in such Holderthe Investor’s possession of the Prospectus prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders Company may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to Investor in the Selling Holders’ Counsel, if any, manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of . Until the End of Suspension Notice is so given to the Investor, the Company’s obligations under Section 3 to update or keep current the Registration Statement and provide copies of the supplemented or amended Prospectus necessary Company’s right to resume salessell Registrable Securities pursuant to the Registration Statement shall be suspended, with respect to each Suspension Event; provided that such period of time suspension shall not be extended beyond exceed the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securitiesperiods specified in Section 2(b)(1) above.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement or Demand Registration Statement (and therefore suspend sales of the Registrable Securities Shares under such Shelf Registration Statement or Demand Registration Statement, as applicable), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Holder’s Counsel, if any, and in the Holdersabsence of any Selling Holder’s Counsel, to the Holder, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month 12) month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement or Demand Registration Statement, as applicable, effective after the Company has used all commercially reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either any of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities Shares pursuant to the Shelf 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 purpose 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) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) or Demand Registration Statement (or such filings), as applicable, to become effective or to promptly amend or supplement the Shelf Registration Statement or Demand Registration Statement, as applicable, on a post-post effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement or Demand Registration Statement, as applicable, in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement or Demand Registration Statement, as applicable, (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement or Demand Registration Statement, as applicable (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or Demand Registration Statement, as applicable, or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement or Demand Registration Statement, as applicable, to become effective or to promptly amend or supplement the Shelf Registration Statement or Demand Registration Statement, as applicable, on a post-post effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement or Demand Registration Statement, as applicable, as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement or Demand Registration Statement, as applicable, as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Holder’s Counsel, if any, and in the Holders absence of any Selling Holder’s Counsel, to the Holder, to suspend sales of the Registrable Securities Shares and such Suspension Notice notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement or Demand Registration Statement, as applicable, as promptly as possible. A The Holder shall not effect any sales of the Registrable Securities Shares pursuant to such Shelf Registration Statement or Demand Registration Statement, as applicable, (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each the Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such the Holder’s possession of the Prospectus prospectus covering the Registrable Securities Shares at the time of receipt of the Suspension Notice. The Holders Holder may recommence effecting sales of the Registrable Securities Shares pursuant to the Shelf Registration Statement or Demand Registration Statement, as applicable, (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Holder’s Counsel, if any, and in the absence of any Selling Holder’s Counsel, to the Holder, 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 Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

Black-Out Periods. (ai) Notwithstanding Section 2, and subject anything to the provisions contrary in this Agreement, if at any time after the filing of this Section 3the Registration Statement, the Company shall be permittedCompany, in limited circumstancesby written notice to the Stockholders (a “Suspension Notice”), may direct the Stockholders to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf pursuant to a Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)-month 12)- month period commencing on the date of this Agreement or (y) more than fortysixty (60) days in any rolling 90-five (45) consecutive daysday period), except as a result of a refusal by the Commission to declare if any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i1) a majority of the Board determines of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other material significant transaction involving the Company, Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf 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 purpose for preserving the confidentiality of such the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such the proposed transaction, or (z) such the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii2) a majority of the Board determines of Directors of the Company shall have determined in good faith, upon after the advice of counsel, that it is in the Company’s best interest or it Company is required by law, rule or regulation 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 incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Shelf Registration Statement (1) contains the information any prospectus required under Section 10(a)(3) of the Securities Act; (2B) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3C) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Any period in which the use of the Registration Statement has been suspended in accordance with this Section 2(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis 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 Stockholders to resume sales of the Registrable Securities as soon as possible. (bii) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder The Stockholders shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder the Stockholders will deliver to the Company (at the expense of the Company) all copies (other than permanent file copies copies) then in such Holder’s the Stockholders’ possession of the Prospectus prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders Stockholders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to Stockholders in the Selling Holders’ Counsel, if any, manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of . Until the End of Suspension Notice is so given to the Stockholders, the Company’s obligations under Section 3 to update or keep current the Registration Statement and provide copies of the supplemented or amended Prospectus necessary Stockholders’ right to resume salessell Registrable Securities pursuant to the Registration Statement shall be suspended, with respect to each Suspension Event; provided that such period of time suspension shall not be extended beyond exceed the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securitiesperiods specified in Section 2(c)(i) above.

Black-Out Periods. (a) Notwithstanding Section 2, and subject to the provisions of this Section 3Sections 2.1(a), the Company shall be permitted, permitted to postpone the filing of any registration statement filed in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of connection with a Shelf Demand Registration Statement (and therefore suspend sales of the Registrable Securities under such including a Shelf Registration Statement), by providing written notice and from time to time to require the ESOP not to sell Registrable Securities under any such registration statement (including a “Suspension Notice”Shelf Registration Statement) or to suspend the Selling Holders’ Counsel, if any, and the Holderseffectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable (but in no event shall the Company be entitled to exercise such right more than three times or for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective consummation date of the post-effective amendment) Initial Public Offering), if either any of the following events shall occur: occur (each such circumstance a “Suspension Event”): (i) a majority of the Board board of directors of the Company determines in good faith that (A) 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 material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement such registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and law or (C) (xC)(x) the Company has a bona fide business purpose for preserving the confidentiality of such a material transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, a material transaction or (z) such a material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement such registration statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement such registration statement on a post-effective basis, as applicable; or (ii) a majority of the Board board of directors of the Company determines in good faith, upon the advice of counsel, faith that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement such registration statement or file a post-effective amendment to the Shelf Registration Statement such registration statement in order to ensure that the Prospectus prospectus included in the Shelf Registration Statement such registration statement (1) contains the information required under Section 10(a)(3) of by the Securities Act; form on which such registration statement was filed or (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement such registration statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or . The Company will provide written notice (3a “Suspension Notice”) discloses any material information with respect to the plan ESOP Trustee of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspensionSuspension Event. Upon receipt of a Suspension Notice, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. ESOP Trustee will (bi) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, immediately discontinue offers and the Holders to suspend sales of the Registrable Securities under such registration statement and such (ii) maintain the confidentiality of any information included in the Suspension Notice shall state generally the basis for the notice unless otherwise required by law or subpoena. The ESOP Trustee may recommence effecting offers and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, ESOP Trustee promptly following the conclusion of any Suspension Event and its effect; provided that the ESOP Trustee will only effect such offers and sales pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.2(b). (cb) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement registration statement pursuant to this Section 32.2(a), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement registration statement shall be maintained effective pursuant (including the period referred to this Agreement in Section 2.3(a) hereof) by the number of days during the period from the date of receipt by the Holders ESOP of the Suspension Notice to and including the date of receipt by the Holders ESOP Trustee of the End of Suspension Notice and promptly provide copies of the supplemented or amended Prospectus prospectus necessary to resume offers and sales, with respect to each Suspension Event; provided provided, that such period of time shall not be extended beyond the date that the Common Stock covered by such Shelf Registration Statement registration statement are no longer Registrable Securities.

Black-Out Periods. Notwithstanding the provisions of Sections 2 and 3 of this Agreement, the Company may delay filing or suspend the use of any Registration Statement (a) Notwithstanding Section 2if it determines, and subject upon advice of external legal counsel, that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed, or (b) if the provisions Company’s Board of this Section 3Directors, upon advice of external legal counsel, reasonably believes that such filing or use would materially affect a bona fide business or financing transaction of the Company shall be permittedor any of its subsidiaries, in limited circumstancesor would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension NoticeEvent”) to the Selling Holders’ Counsel); provided, if anyhowever, and the Holders, for such times as that the Company reasonably may determine is necessary and advisable (but in no event for not delay filing or suspend use of any Registration Statement on more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement two occasions or for more than forty-five (45) consecutive calendar days or more than ninety (90) total calendar days, except in each case in any 12-month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event (which notice shall not contain any material non-public information) during the period that the Registration Statement is effective or if as a result of a refusal by Suspension Event the Commission Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to declare state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, the Holder agrees that it will (i) immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until the Holder receives (A) (x) copies of a supplemental or amended Prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment to the Shelf Registration Statement has become effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) 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 material transaction involving the Company, (B) after notice from the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable lawCompany that it may resume such offers and sales, and (Cii) (x) the Company has a bona fide business purpose for preserving maintain the confidentiality of any information included in such transaction, (y) disclosure would have a material adverse effect on written notice delivered by the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is unless otherwise required by applicable law, rule or regulation 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 information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities 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 below). If so directed by the Company, each the Holder will deliver to the Company (at the expense of the Company) or, in Holder’s sole discretion, destroy all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at in the time of receipt Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the Suspension Notice. The Holders may recommence effecting sales of Prospectus covering the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond apply to (i) the date that Common Stock covered by extent the Holder is required to retain a copy of such Shelf Registration Statement are no longer Registrable SecuritiesProspectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.