Common use of Blackout Periods Clause in Contracts

Blackout Periods. If (i) within five (5) Business Days following the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Period.

Blackout Periods. If The Company shall advise the Investor in writing of any changes to its policy on xxxxxxx xxxxxxx. Notwithstanding any other provision of this Agreement, the Company shall not deliver any Draw Down Notice or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following during any period (other than the exercise by such Holder period referred to in clause (iii) of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (Bthis Section 3.8) in which the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”)Company’s xxxxxxx xxxxxxx policy, the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled as it exists from time to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety would prohibit purchases or sales of Common Stock by its officers or directors (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies each such Holder of such determination (in the case of clause (ii) above) (eachperiod, a “Blackout Period”), except with respect to this clause (ii) as expressly provided in the immediately following sentence, or (iii) except as expressly provided in this Section 3.8, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Any If the Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Investor during any Blackout Period, the Company shall, as a condition thereto, provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such written notice Draw Down Notice, which certificate shall contain be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Draw Down Notice. If the Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to the Investor (with a general statement copy to counsel to the Investor) a report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Investor and its counsel, (2) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such Draw Down Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Draw Down Notice and (3) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the reasons Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the Commission under Rule 424(b) under the Securities Act, in each case on or prior to the date of such Draw Down Notice. The provisions of clause (iii) of this Section 3.8 shall not be applicable for such postponement or restriction on use the period from and an estimate after the time at which all of the anticipated delay. The Company conditions set forth in the immediately preceding sentence shall have been satisfied (aor, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) promptly notify through and including the Holder making a Demand time that is 24 hours after the Filing Time of the expiration relevant Quarterly Report on Form 10-Q or earlier termination Annual Report on Form 10-K, as the case may be. For purposes of such Blackout Period and (b) use its reasonable best efforts to effect clarity, the Demand Registration as promptly as practicable after parties agree that the end delivery of the Blackout Periodcompliance certificate and the “bring down” opinions pursuant to this Section 3.8 shall not relieve the Company from any of its obligations under this Agreement with respect to the delivery of the compliance certificate called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xv) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Draw Down Notice or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 3.8, at any time from and including the exercise date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Holder of a Demand but before Earnings Announcement. If the effectiveness of Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Registration StatementInvestor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (A1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a business combination, tender offer, acquisition report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other corporate event involving the Company is proposedprojections, initiated or announced by another Person beyond the control of the Company similar forward-looking data and officers’ quotations) (each, an “Uncontrolled EventEarnings 8-K”), (B2) provide the Investor with the compliance certificate substantially in the reasonable judgment form attached hereto as Exhibit D, dated the date of at least a majority such Draw Down Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto prior to the date hereof, dated the date of such Draw Down Notice and (3) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the members of the Board of Directors of the Company (the “Board”Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the filing or seeking Commission under Rule 424(b) under the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be usedSecurities Act, in either each case for a reasonable period of time, but not on or prior to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case Draw Down Notice. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 3.8 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delayrelevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. The Company shall (a) promptly notify For purposes of clarity, the Holder making a Demand parties agree that the delivery of the expiration or earlier termination compliance certificate and the “bring down” opinions pursuant to this Section 3.8 shall not relieve the Company from any of such Blackout Period and (b) use its reasonable best efforts obligations under this Agreement with respect to effect the Demand Registration as promptly as practicable after the end delivery of the Blackout Periodcompliance certificate called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xv) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (i) within five (5) Business Days following Notwithstanding anything to the exercise by a Holder of a Demandcontrary in this Agreement, if at any time after the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness filing of the Registration Statement, the Company, by written notice to the Holders (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled EventSuspension Notice”), may direct the Holders to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (Bbut in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the reasonable judgment date of at least this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) a majority of the members of the Board of Directors of the Company shall have determined in good faith that (A) the “Board”)offer or sale of any Registrable Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (B) after the advice of counsel, the filing sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law or seeking (2) a majority of the effectiveness Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that the Company is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement would materially and adversely interfere with such Uncontrolled Event (or would otherwise materially and adversely affect of the Company and most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the Company promptly so notifies prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such Holder, then information. Any period in which the Company shall be entitled to (x) postpone the filing use of the Registration Statement otherwise required has been suspended in accordance with this Section 2(c) is sometimes referred to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, herein as a “Blackout Period”). Any .” Upon the occurrence of any such written notice shall contain a general statement of suspension, the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect cause the Demand Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as promptly as practicable after the end is necessary to make resumed use of the Blackout PeriodRegistration Statement, so as to permit the Holders to resume sales of the Registrable Securities as soon as possible. (ii) No Holder shall effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to 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. Any Holder may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. Until the End of Suspension Notice is so given to the Holders, the Company’s obligations under Section 3 to update or keep current the Registration Statement and the Holders’ right to sell Registrable Securities pursuant to the Registration Statement shall be suspended, provided that such suspension shall not exceed the periods specified in Section 2(c)(i) above.

Blackout Periods. If The Company shall advise the Investor in writing of any changes to its policy on xxxxxxx xxxxxxx. Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following during any period (other than the exercise by such Holder period referred to in clause (iii) of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (Bthis Section 2.14) in which the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”)Company’s xxxxxxx xxxxxxx policy, the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled as it exists from time to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety would prohibit purchases or sales of Common Stock by its officers or directors (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies each such Holder of such determination (in the case of clause (ii) above) (eachperiod, a “Blackout Period”), except with respect to this clause (ii) as expressly provided in the immediately following sentence, or (iii) except as expressly provided in this Section 2.14, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Any If the Company wishes to deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor during any Blackout Period, the Company shall, as conditions thereto, (A) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such written notice Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall contain be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, and (B) afford the Investor the opportunity to conduct a general statement due diligence review in accordance with Section 5.4 hereof. If the Company wishes to deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Investor and its counsel, (2) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, (3) afford the Investor the opportunity to conduct a due diligence review in accordance with Section 5.4 hereof and (4) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the reasons Exchange Act) on or prior to the date of such Fixed Request Notice or Optional Amount grant, as applicable. The provisions of clause (iii) of this Section 2.14 shall not be applicable for such postponement or restriction on use the period from and an estimate after the time at which all of the anticipated delay. The Company conditions set forth in the immediately preceding sentence shall have been satisfied (aor, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) promptly notify through and including the Holder making a Demand time that is 24 hours after the Filing Time of the expiration relevant Quarterly Report on Form 10-Q or earlier termination Annual Report on Form 10-K, as the case may be. For purposes of such Blackout Period and (b) use its reasonable best efforts to effect clarity, the Demand Registration as promptly as practicable after parties agree that the end delivery of the Blackout Periodcompliance certificate and the “bring down” opinions pursuant to this Section 2.14 shall not relieve the Company from any of its obligations under this Agreement with respect to the delivery of the compliance certificate called for by Section 6.3(v) and the “bring down” opinions called for by Section 6.3(xii) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (a) At any time when a registration statement filed pursuant to Articles III, IV or V relating to Eligible Securities is effective, subject to the provisions of this Section 6.3 and a good faith determination by the Chief Executive Officer and the General Counsel of the Company, with the advice of counsel, that it is in the best interests of the Company to suspend the use of a registration statement following the effectiveness of a registration statement, the Company, by written notice to the Holders, may direct the Holders to suspend sales of the Eligible Securities pursuant to a registration statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than the earlier of (i) within five (5) Business Days following the exercise by date upon which any material non-public information that is a Holder of a Demand, basis for such determination is disclosed to the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (public or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries ceases to be material or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date Company makes such determination) if any of the following events shall occur: (I) the Chief Executive Officer and the General Counsel of the Company, with the advice of counsel, in good faith determine that (1A) the Demand was made continued use of a registration statement is reasonably likely to adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company or (B) disclosure of material non-public information is reasonably likely to have a material adverse effect on the Company and, in each of (A) and (B), the continued use of a registration statement would require the disclosure of material non-public information not otherwise required to be disclosed under applicable law; or (II) the Chief Executive Officer and the General Counsel of the Company, with the advice of counsel, shall have determined in good faith that it is required by law, rule or regulation to supplement the registration statement or file a post-effective amendment to the registration statement in order to incorporate information into the registration statement for the purpose of (A) including in the registration statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the registration statement any facts or events arising after the effective date of the registration statement (or of the most recent post-effective amendment thereto) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the registration statement any material information with respect to the plan of distribution not disclosed in the registration statement or any material change to such information (the circumstances set forth in clauses I and II above are referred to as a “Post-Effective Suspension Event”). Upon the occurrence of any such Post-Effective Suspension Event, the Company shall use its commercially reasonable efforts to promptly amend or supplement the registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of the registration statement as promptly as possible. (b) In the case of an clause (i) above) or (2) a Post-Effective Suspension Event, the Company so notifies such Holder of such determination shall give written notice (in the case of clause (ii) above) (each, a “Blackout PeriodSuspension Notice”). Any ) to the Selling Holders to suspend sales of the Eligible Securities and such written notice shall contain a general statement certify by the Company’s Chairman, Chief Executive Officer, President or any Vice President to the Selling Holders, that such suspension was approved by the Chief Executive Officer and the General Counsel of the reasons Company, with the advice of counsel, shall continue only for such postponement so long as the Post-Effective Suspension Event or restriction on use its effect is continuing, and an estimate the Company is taking all reasonable steps to terminate suspension of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand use of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration registration statement as promptly as practicable after the end possible. The Selling Holders shall not effect any sales of the Blackout PeriodEligible Securities pursuant to such registration statement at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The Selling Holders may recommence effecting sales of the Eligible Securities pursuant to the registration statement following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Selling Holders in the manner described above promptly following the conclusion of any Post-Effective Suspension Event and its effect. (c) If there is a Post-Effective Suspension Event, the time period set forth in Section 6.1(b) shall be extended for a number of days equal to the number of days from the date of the suspension of sales by the Selling Holders until the date when such sales may be resumed hereunder.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 2.12, at any time from and including the exercise by such Holder of a Demand but before the effectiveness of the Registration Statementdate (each, (Aan "Announcement Date") a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then on which the Company shall be entitled to issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (xeach, an "Earnings Announcement") postpone through and including the filing of time that is 24 hours after the Registration Statement otherwise required to be filed by time that the Company pursuant files (a "Filing Time") a Report on Form 6-K or an Annual Report on Form 20-F that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. If the Company wishes to Section 2 hereofdeliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or (y) elect deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the time that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days is 24 hours after the date that corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to the Demand Investor (with a copy to counsel to the Investor) a Report on Form 6-K which shall include substantially the same financial and related information as was made (set forth in the case of relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and officers' quotations) (each, an clause (i) above) or "Earnings 6-K"), in form and substance reasonably satisfactory to the Investor and its counsel, (2) provide the Company so notifies such Holder Investor with the compliance certificate substantially in the form attached hereto as Exhibit E, dated the date of such determination (Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the "bring down" opinions from outside U.S. and Xxxxxxxx Islands counsel in the case form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, (3) afford the Investor the opportunity to conduct a due diligence review in accordance with Section 5.4 hereof and (4) file such Earnings 6-K with the Commission (so that it is deemed "filed" for purposes of Section 18 of the Exchange Act) on or prior to the date of such Fixed Request Notice or Optional Amount grant, as applicable. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 2.12 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delayrelevant Report on Form 6-K or Annual Report on Form 20-F, as the case may be. The Company shall (a) promptly notify For purposes of clarity, the Holder making a Demand parties agree that the delivery of the expiration or earlier termination compliance certificate and the "bring down" opinions pursuant to this Section 2.12 shall not relieve the Company from any of such Blackout Period and (b) use its reasonable best efforts obligations under this Agreement with respect to effect the Demand Registration as promptly as practicable after the end delivery of the Blackout Periodcompliance certificate called for by Section 6.3(v) and the "bring down" opinions called for by Section 6.3(xii) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (a) Generally(b). Notwithstanding anything to the contrary in this Agreement, but subject to Section 10(b), if there occurs or exists any pending corporate development, filing with the SEC or any other event, in each case that, in the Company’s reasonable judgment, makes it appropriate to suspend the availability of any Registration Statement or any pending or potential Demand Underwritten Offering, then: (i) within five the Company will send notice (5a “Blackout Commencement Notice”) Business Days following the exercise by a to each Notice Holder of a Demandsuch suspension; (ii) the Company’s obligations under Section 7 or otherwise with respect to the General Resale Registration Statement, under Section 8 or otherwise with respect to any Demand Underwriting Registration Notice, or under Section 9 or otherwise with respect to any Piggyback Underwritten Offering, in each case including and any related obligations of the Company under Section 11, will be suspended until the related Blackout Period has terminated; (iii) upon its receipt of such Blackout Commencement Notice, each Holder agrees to comply with its obligations set forth in Section 13(c); and (iv) upon the Company’s determination that such suspension is no longer needed or appropriate, the Company determines in good faith will send notice (a “Blackout Termination Notice,” and notifies such Holder in writing that the registration period from, and distribution of Registrable Securities (or including, the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving date the Company or any of its subsidiaries or (ii) following sends such Blackout Commencement Notice to, and including, the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving date the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with sends such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (eachBlackout Termination Notice, a “Blackout Period”). Any such written notice shall contain a general statement ) to each Notice Holder of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and suspension. (b) use its reasonable best efforts Limitation on Blackout Periods(c). No single Blackout Period can extend beyond forty five (45) calendar days, and the total number of calendar days in all Blackout Periods cannot exceed an aggregate of ninety (90) (or, with respect to effect the Demand Registration as promptly as practicable after the end any Holder whose Investor Designee is an Investor Director, one hundred twenty (120)) calendar days in any period of the Blackout Periodtwelve (12) full calendar months.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 3.11, at any time from and including the exercise date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Holder of a Demand but before Earnings Announcement. If the effectiveness of Company wishes to deliver any Fixed Request Notice or otherwise offer, sell or deliver Shares to the Registration StatementInvestor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (A1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a business combination, tender offer, acquisition report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other corporate event involving the Company is proposedprojections, initiated or announced by another Person beyond the control of the Company similar forward-looking data and officers’ quotations) (each, an “Uncontrolled EventEarnings 8-K”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) file such Earnings 8-K with the Company Commission (so notifies such Holder that it is deemed “filed” for purposes of Section 18 of the Exchange Act), on or prior to the date of such determination (in the case Fixed Request Notice. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 3.11 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delay. The Company shall (a) promptly notify relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Periodcase may be.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Draw Down Notice or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 3.7, at any time from and including the exercise date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Holder of a Demand but before Earnings Announcement. If the effectiveness of Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Registration StatementInvestor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (A1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a business combination, tender offer, acquisition report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other corporate event involving the Company is proposedprojections, initiated or announced by another Person beyond the control of the Company similar forward-looking data and officers’ quotations) (each, an “Uncontrolled EventEarnings 8-K”), (B2) provide the Investor with the compliance certificate substantially in the reasonable judgment form attached hereto as Exhibit D, dated the date of at least a majority such Draw Down Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto prior to the date hereof, dated the date of such Draw Down Notice and (3) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the members of the Board of Directors of the Company (the “Board”Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the filing or seeking Commission under Rule 424(b) under the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be usedSecurities Act, in either each case for a reasonable period of time, but not on or prior to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case Draw Down Notice. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 3.7 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delayrelevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. The Company shall (a) promptly notify For purposes of clarity, the Holder making a Demand parties agree that the delivery of the expiration or earlier termination compliance certificate and the “bring down” opinions pursuant to this Section 3.7 shall not relieve the Company from any of such Blackout Period and (b) use its reasonable best efforts obligations under this Agreement with respect to effect the Demand Registration as promptly as practicable after the end delivery of the Blackout Periodcompliance certificate called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xv) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (a) (i) within five (5) Business Days following the exercise by At any time when a Holder of a Demandregistration statement effected pursuant to Articles II or III relating to Eligible Securities is effective, upon written notice from the Company determines in good faith and notifies such Holder in writing to the Selling Investors that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company has determined in good faith, with the advice of counsel, that the Selling Investors’ sale of Eligible Securities pursuant to the registration statement would be reasonably likely to require disclosure of non-public material information the disclosure of which would not otherwise be required to be disclosed and would be reasonably likely to have a material adverse effect on the Company (the an “BoardInformation Blackout”), the Selling Investors shall suspend sales of Eligible Securities pursuant to such registration statement and (ii) if, while a registration request is pending pursuant to Articles II or III, the Board of Directors of the Company determines that an Information Blackout is required, or that any such filing or seeking the effectiveness offering of the Registration Statement any Eligible Securities would be reasonably likely to materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect or materially delay any proposed material financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company and (C) or the Company promptly so notifies such HolderPartnership, then the Company shall deliver to the Investors a certificate to such effect signed by its Chief Executive Officer or Chief Financial Officer, and the Company shall not be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company file a registration statement, prospectus or any amendment or any supplement thereto pursuant to Articles II or III (a “Registration Delay”); provided, that any such suspension or postponement under (i) and (ii) of this Section 2 hereof, 4.3(a) shall only continue until the earliest of: (1) the date upon which such material information is disclosed to the public or ceases to be material; (y2) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety sixty (9060) days after the date that Company’s delivery of such written notice to the Selling Investors; (13) the Demand was made (in the case of an clause (i) above) or (2) , such time as the Company so notifies the Selling Investors that sales pursuant to such Holder of such determination registration statement may be resumed; and (4) in the case of clause (ii) above, the date upon which the financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction referred to therein concludes. The number of days from such suspension of sales by the Selling Investors until the day when such sales may be resumed under clause (1), (2) or (each3) hereof, or from the date of a notice of a Registration Delay until the date such affected registration process resumes under clause (1), (2) or (4) hereof, shall be called a “Blackout Period”). Any such written notice In no event may the Company deliver more than two (2) notices, collectively, of an Information Blackout and/or a Registration Delay in any twelve (12) consecutive month period, and the aggregate number of days in which any Blackout Periods may be in effect in any twelve (12) consecutive month period shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall not exceed ninety (a90) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and days. (b) use its reasonable best efforts Any delivery by the Company of a written notice of a Registration Delay following a registration request by a Requesting Investor pursuant to effect Section 2.1 or by an Investor pursuant to Section 3.2, and before the Demand Registration as promptly as practicable effectiveness of the related registration statement, or of a written notice of an Information Blackout during the sixty (60) days immediately following effectiveness of any registration statement effected pursuant to Article II, shall give the Investors the right, by written notice to the Company within twenty (20) Business Days after the end of the such Blackout Period, to cancel such registration and obtain one additional registration right during such calendar year under Article II.

Blackout Periods. If (iA) within five (5) Business Days following the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such a Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (iiB) following the exercise by such a Holder of a Demand but before the effectiveness of the Registration Statement, (Ai) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “"Uncontrolled Event”"), (Bii) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (Ciii) the Company promptly so notifies such the Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety one hundred twenty (90120) days after the date that (1) the Demand was made (in the case of an clause (iA) above) or (2) the Company so notifies such the Holder of such determination (in the case of clause (iiB) above) (each, each a “"Blackout Period”"). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the such Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its it reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Period.

Blackout Periods. If (a) ICF and its Affiliates (other than an Affiliate which is an Affiliate solely because it is a limited partner in ICF and to whom Registrable Securities have been distributed), for so long as Xxxxxxx Xxxxxxx (or another individual who is an employee, partner or Affiliate of ICF) serves on the board of directors of the Company, agree that offers and sales of their Registrable Securities pursuant to the Shelf Registration or any Demand Registration (or while this Section 2.6(a) is applicable to any such Holder, any other transaction) may only be made during the periods (each, a "Permitted Trading Period") in which the directors and executive officers of the Company are permitted to purchase or sell securities of the Company pursuant to the Company's existing Trading Compliance Program (including any period in which any such director or executive officer is exempt from the Trading Compliance Program pursuant to its terms), a copy of which is attached hereto as Schedule A, or any successor program adopted by the Company's Board of Directors and delivered to the holders (the "Compliance Program"). The Company shall promptly notify the Persons referred to in this Section 2.6(a) in writing (an "Affiliate Blackout Notice") of any decision to restrict trading under the Compliance Program during any Window Period (as defined therein) and when such trading may be resumed (each period during which there is such a restriction, an "Affiliate Blackout Period"). (b) Holders other than the Holders referred to in Section 2.6(a) hereof agree that the Company shall be entitled to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such sales), a Demand Registration and to require them to discontinue the disposition of their securities covered by a Shelf Registration during any General Blackout Period (as defined below) (i) within five (5) Business Days following if the exercise by a Holder board of a Demand, directors of the Company determines in good faith and notifies that effecting such Holder in writing that the a registration and distribution or continuing such disposition at such time would have an adverse effect upon (A) a proposed sale of Registrable Securities all (or the use substantially all) of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital, structure or equity ownership of the Company or (B) any of its subsidiaries other material financing, acquisition or extraordinary corporate transaction, or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving if the Company is proposed, initiated or announced by another Person beyond in possession of material information which the control board of directors of the Company (an “Uncontrolled Event”), (B) determines in good faith is not in the reasonable judgment of at least a majority of the members of the Board of Directors best interests of the Company (to disclose in a registration statement at such time, provided, however, that the “Board”), Company may delay the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereofof, or sales under (yunless they have already contractually agreed to make such sales), a Demand Registration and require the Holders of Registrable Securities referred to in this Section 2.6(b) elect that to discontinue the effective disposition of their securities covered by a Shelf Registration Statement not be used, in either case only for a reasonable period of time, but time not to exceed ninety 30 days (90) days after or such earlier time as such transaction is consummated or no longer proposed or the date that (1) the Demand was material information has been made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) abovepublic) (each, a “"General Blackout Period”"). Any such written notice ; provided, further, that the effectiveness period of any Demand Registration shall contain a general statement be extended by the number of days in any General Blackout Period to the extent that the Registration Statement already was effective at the commencement of the reasons for such postponement or restriction on use and an estimate of the anticipated delayGeneral Blackout Period. There shall not be more than three General Blackout Periods in any 12 month period. The Company shall (a) promptly notify the Holder making Holders referred to in this Section 2.6(b) in writing (a "General Blackout Notice") of any decision to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such sales), a Demand Registration or to discontinue sales of Registrable Securities covered by a Shelf Registration pursuant to this Section 2.6 and shall include an undertaking by the Company to promptly notify the Holders referred to in this Section 2.6(b) as soon as a Demand Registration may be effected or sales of Registrable Securities covered by a Demand Registration or Shelf Registration may resume. (c) In making any such determination to initiate or terminate an Affiliate Blackout Period or a General Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.6 in the strictest confidence and shall not disseminate such information. If the Company shall impose an Affiliate Blackout Period or a General Blackout Period prior to the filing of a Demand Registration Statement pursuant to this Section 2.6, the Majority Holders shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the expiration Affiliate Blackout Notice or earlier termination of such the General Blackout Period and (b) use its reasonable best efforts to effect the Notice. Such withdrawn registration request shall not be treated as a Demand Registration as promptly as practicable after effected pursuant to Section 2.2 (and shall not be counted towards the end number of Demand Registrations effected), and the Blackout PeriodCompany shall pay all Registration Expenses in connection therewith.

Blackout Periods. If (ia) within five (5) Business Days following At any time when a registration statement effected pursuant to Article II relating to Shares is effective, upon written notice from the exercise by a Holder of a Demand, Company to the Selling Holders that the Company determines in the good faith and notifies such Holder in writing judgment of the general counsel of the Company that the Selling Holders sale of Shares pursuant to the registration statement would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and distribution the disclosure of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from which would have a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving material adverse effect on the Company or any the Company is unable to comply with SEC requirements (an "Information Blackout"), the Selling Holders shall suspend sales of its subsidiaries Shares pursuant to such registration statement until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material, (ii) following 90 days after the exercise by Company makes such Holder good faith determination or (iii) such time as the Company notifies the Selling Holders that sales pursuant to such registration statement may be resumed (the number of a Demand but before the effectiveness days from such suspension of sales of the Registration Statement, Selling Holders until the day when such sales maybe resumed hereunder is hereinafter called a "Sales Blackout Period"). (Ab) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed Any delivery by the Company of notice of an Information Blackout during the 90 days immediately following effectiveness of any registration statement effected pursuant to Section 2 hereofArticle II shall give the Selling Holders the right, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not by notice to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable within 20 days after the end of such blackout period, to cancel such registration and obtain for the Holders one additional registration right (a "Blackout Termination Right") under Section 2.01(a). (c) If there is an Information Blackout and the Selling Holders do not exercise the cancellation right, if any, pursuant to clause (b) of this Section 4.03, or, if such cancellation right is not available, the period set forth in Section 4.01(b)(ii) shall be extended for a number of days equal to the number of days in the Sales Blackout Period.

Blackout Periods. If (ia) within five (5) Business Days following the exercise by At any time when a Holder of a Demandregistration statement effected pursuant to Article II hereof relating to Eligible Securities is effective, upon written notice from the Company determines to the Selling Investors that the Board of Trustees of the Company has determined in good faith and notifies such Holder in writing faith, with the advice of counsel, that the Selling Investors’ sale of Eligible Securities pursuant to the registration statement would be reasonably likely to require disclosure of non-public material information the disclosure of which would not otherwise be required to be disclosed and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from would be reasonably likely to have a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of material adverse effect on the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “BoardInformation Blackout”), the filing Selling Investors shall suspend sales of Eligible Securities pursuant to such registration statement until the earliest of: (i) the date upon which such material information is disclosed to the public or seeking ceases to be material; (ii) sixty (60) days after the effectiveness Company’s delivery of such written notice to the Registration Statement would materially and adversely interfere with Selling Investors; and (iii) such Uncontrolled Event or would otherwise materially and adversely affect time as the Company and notifies the Selling Investors that sales pursuant to such registration statement may be resumed. The number of days from such suspension of sales by the Selling Investors until the day when such sales may be resumed under clause (Ci), (ii) or (iii) hereof is hereinafter called a “Sales Blackout Period”. In no event may the Company promptly so notifies such Holder, then deliver more than two (2) notices of an Information Blackout in any twelve (12) consecutive month period and the Company aggregate number of days in which any Sales Blackout Periods may be in effect in any twelve (12) consecutive month period shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and days. (b) use its reasonable best efforts Any delivery by the Company of a written notice of an Information Blackout during the sixty (60) days immediately following effectiveness of any registration statement effected pursuant to effect Article II hereof shall give the Demand Registration as promptly as practicable Investors the right, by written notice to the Company within twenty (20) Business Days after the end of the such Sales Blackout Period, to cancel such registration and obtain one additional registration right during such calendar year under Article II hereof. (c) The Company shall not effect any public offering of its securities during any Sales Blackout Period.

Blackout Periods. If (i) within five (5) Business Days following Notwithstanding anything in this Agreement to the exercise by a Holder of a Demandcontrary, the Company determines shall be entitled, for reasonable periods of time not to exceed 45 consecutive days and in no event to exceed more than an aggregate of 90 days during any 360-day period (a "Blackout Period"), to postpone and delay the filing or effectiveness of any Demand Registration Statement, or suspend the effectiveness of any Registration Statement, if a majority of the Non-Investor Directors shall determine in their good faith and notifies judgment that any such Holder in writing that filing or the registration and distribution offering of any Registrable Securities would (a) impede, delay or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely otherwise interfere with any planned material pending or proposed business combination transaction involving the Companycontemplated acquisition or divestiture, or any pending financing(b) require disclosure of material non-public information (other than information relating to an event described in clause (a) above) which, acquisitionif disclosed at such time, corporate reorganization or any other corporate development involving would be detrimental to the best interests of the Company and its stockholders. Upon written notice by the Company to each Holder of such determination, such Holder shall keep the fact of any such notice strictly confidential, and during any Blackout Period promptly halt any offer, sale, trading or transfer by it or any of its subsidiaries of any Common Stock for the duration of the Blackout Period set forth in such notice (or (iiuntil such Blackout Period shall be earlier terminated in writing by the Company) following the exercise by such Holder and promptly halt any use, publication, dissemination or distribution of a Demand but before the effectiveness of each prospectus included in the Registration Statement, (A) a business combination, tender offer, acquisition and any amendment or other corporate event involving supplement thereto by it for the Company is proposed, initiated or announced by another Person beyond the control duration of the Company Blackout Period set forth in such notice (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of until such Blackout Period and (bshall be earlier terminated in writing by the Company) use and, if so directed by the Company, will deliver to the Company any copies then in its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end possession of the Blackout Periodprospectus covering such Registrable Securities.

Blackout Periods. If (a) (i) within five No Holder may sell any securities pursuant to Section 2.01, Section 2.02 or Section 2.03 and (5ii) Business Days following any registration statement may be suspended or a filing delayed by the exercise by a Holder of a DemandCompany, if the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness maintenance of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise a registration statement would, if not so deferred, materially and adversely affect the Company and a then proposed or pending significant business transaction, financial project, acquisition, merger or corporate reorganization; provided that any Demand Holder, Centerview Demand Holder or Xxxxxx Demand Holder, as applicable, may withdraw all or a portion of its Demand Registration, Centerview Demand Registration or Xxxxxx Demand Registration, as applicable, without it counting as a Demand Registration, Centerview Demand Registration or Xxxxxx Demand Registration, as applicable; provided, further, that (Ci) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone may not delay the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereofor effectiveness of, or suspend, any registration statement in excess of 90 days in any calendar year (y) elect that such period and the effective Registration Statement not be used, in either case for a reasonable period of time, but not seven days prior to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each90 day period, a “Blackout Period”). Any , (ii) such written notice registration statement shall contain a general statement of remain effective subsequent to the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination cessation of such Blackout Period for a number of days equal to the Blackout Period and (iii) the Company may not file any registration statement during a Blackout Period. (b) use its reasonable best efforts to effect If LGP or CVC provides written notice (i) within two Business Days in the case of a 144 Sale by any Xxxxxx Xxxxxx permitted by this Agreement or the agreements governing such Exchangeable Units or within 72 hours in the case of a Xxxxxx Demand Registration that is not a Block Trade, or (ii) no later than 1:00 pm Eastern time on the next Business Day in the case of a Xxxxxx Demand Registration that is a Block Trade (or no later than 1:00 p.m. Eastern time on the second Business Day in the case of a Xxxxxx Demand Registration that is a Block Trade in respect of which a Xxxxxx Request Notice was effective later than 9:00 a.m. Eastern time on the date of notice), following the receipt of a Xxxxxx Request Notice or 144 Sale Notice, as promptly applicable, that LGP or CVC intends in good faith to consummate a Selling Opportunity within 30 days after the date of the Xxxxxx Request Notice or 144 Sale Notice, as practicable after applicable (the “Blackout Notice”), then no Xxxxxx Demand Holder may sell any Registrable Shares during such 30-day period following the date of the Xxxxxx Request Notice or 144 Sale Notice delivered pursuant to Section 2.11(e), as applicable (the “30-Day Expiration Date”). In the event that the Partnership, LGP or CVC, as applicable, receives any Xxxxxx Request Notice for any 144 Sale Notice from the Majority Xxxxxx Xxxxxx, and at the time of receipt of such notice, LGP or CVC reasonable determines it will be prohibited from disposing of Registrable Shares due to the pendency of a “blackout” period for trading (as established in any trading policy in customary form adopted by the Company in good faith at or following the Merger) prior to the end of the thirty-day period following receipt of such Xxxxxx Request Notice or 144 Sale Notice from the Majority Xxxxxx Xxxxxx, then references to 30 days in this Section 2.11(b) shall be deemed extended until such time as such “blackout” period concludes, and the day immediately following the end of any such delay period shall constitute a 30-Day Expiration Date. After LGP or CVC has delivered a Blackout PeriodNotice, LGP and CVC may not deliver a subsequent Blackout Notice prior to the earlier to occur of (i) the date that is 89 days after the most recent 30-Day Expiration Date and (ii) the date of the next occurring Selling Opportunity. (c) Prior to the first anniversary of the Merger, without the prior written consent of the Company, no Xxxxxx Demand Holder will make any 144 Sales. (d) Notwithstanding any other provision of this Agreement to the contrary, without the prior written consent of the Company in its sole discretion, no Xxxxxx Demand Holder will sell any Registrable Shares in a 144 Sale, nor deliver a Xxxxxx Request Notice (other than a Xxxxxx Request Notice to file (but not a takedown or Block Trade from) a Shelf Registration Statement), if a Selling Opportunity has occurred during the 90 days prior to the reasonably expected closing date of such 144 Sale or the sale contemplated by the Xxxxxx Request Notice. (e) The Majority Xxxxxx Xxxxxx, on behalf of the Xxxxxx Holders, shall provide at least two Business Days prior written notice to each of LGP and CVC of its intention to consummate any 144 Sale (a “144 Sale Notice”). (f) Notwithstanding any other provision of this Agreement to the contrary, the Company Sponsor shall be entitled to participate in any Piggyback Underwritten Offering, Marketed Shelf Offering, Demand Registration, Centerview Demand Registration, Xxxxxx Demand Registration or Block Trade that is initiated by another Holder (or any other direct or indirect sale or transfer of Common Shares or Exchangeable Units, other than (x) such sale or transfer to a Permitted Transferree (a “Private Sale”) or (y) any sale or transfer by a Holder to a third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements between such third parties (or their Affiliates or designees) and such Holder and/or its Affiliates or any similar arrangement relating to a financing arrangement for the benefit of such Holder and/or its Affiliates) and that is consummated between the six month anniversary of the closing date of the Merger and the 12 month anniversary of the closing date of the Merger, in the Company Sponsor’s capacity and to the extent it would be entitled to participate in such capacity pursuant to the preceding provisions of this Agreement (other than in the case of a Private Sale, in which case the Company Sponsor shall be permitted to participate in such Private Sale on a pro rata basis based on the number of Registrable Shares owned by the Company Sponsor (and its Permitted Transferees) relative to the total number of Registrable Shares owned by the Company Sponsor and all other Holders), in each case only in the event that the Trading Condition has been met as of the time that the Company Sponsor would be provided the opportunity to so participate pursuant to the preceding provisions of the Agreement. Following the 12 month anniversary of the closing date of the Merger and until the time that the Company Sponsor no longer owns any Registrable Shares, the Company Sponsor shall be entitled to undertake Block Trades off of a Shelf Registration Statement through a take-down from an already existing Shelf Registration Statement and shall be entitled to conduct 144 Sales; provided, that during the period from the 12 month anniversary of the closing date of the Merger until the 18 month anniversary of the closing date of the Merger, if the Company Sponsor is undertaking such Block Trades, the other Holders shall be entitled to participate and the provisions of Section 2.01(c) shall apply mutatis mutandis and the provisions of Section 2.05(e) shall apply with respect to determining priority. The Company Sponsor and its Permitted Transferees holding Registrable Shares shall be entitled to directly enforce the obligations of the Company set forth in Section 2.01(a) and Section 2.01(b).

Blackout Periods. If The Company shall advise the Investor in writing of any changes to its policy on xxxxxxx xxxxxxx. Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following during any period (other than the exercise by such Holder period referred to in clause (iii) of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (Bthis Section 2.13) in which the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”)Company’s xxxxxxx xxxxxxx policy, the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled as it exists from time to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety would prohibit purchases or sales of Common Stock by its officers or directors (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies each such Holder of such determination (in the case of clause (ii) above) (eachperiod, a “Blackout Period”), except with respect to this clause (ii) as expressly provided in the immediately following sentence, or (iii) except as expressly provided in this Section 2.13, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Any If the Company wishes to deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor during any Blackout Period, the Company shall, as conditions thereto, (A) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such written notice Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall contain be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, and (B) afford the Investor the opportunity to conduct a general statement due diligence review in accordance with Section 5.4 hereof. If the Company wishes to deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Investor and its counsel, (2) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, (3) afford the Investor the opportunity to conduct a due diligence review in accordance with Section 5.4 hereof and (4) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the reasons Exchange Act) on or prior to the date of such Fixed Request Notice or Optional Amount grant, as applicable. The provisions of clause (iii) of this Section 2.13 shall not be applicable for such postponement or restriction on use the period from and an estimate after the time at which all of the anticipated delay. The Company conditions set forth in the immediately preceding sentence shall have been satisfied (aor, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) promptly notify through and including the Holder making a Demand time that is 24 hours after the Filing Time of the expiration relevant Quarterly Report on Form 10-Q or earlier termination Annual Report on Form 10-K, as the case may be. For purposes of such Blackout Period and (b) use its reasonable best efforts to effect clarity, the Demand Registration as promptly as practicable after parties agree that the end delivery of the Blackout Periodcompliance certificate and the “bring down” opinions pursuant to this Section 2.13 shall not relieve the Company from any of its obligations under this Agreement with respect to the delivery of the compliance certificate called for by Section 6.3(v) and the “bring down” opinions called for by Section 6.3(xii) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (i) within five (5) Business Days following the exercise by At any time when a Holder of a DemandRegistration Statement effected pursuant to Article I relating to Registrable Securities is effective, upon written notice from the Company determines in good faith and notifies such to the Holder in writing that the registration and distribution board of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control directors of the Company (or any duly appointed committee thereof) has determined in good faith, with the advice of counsel, that the Holder’s sale of Registrable Securities pursuant to the Registration Statement would be reasonably likely to require disclosure of material non-public information the disclosure of which would not otherwise be required to be disclosed (provided that the Company shall not be required to disclose to the Holder any such material non-public information) or that such sale otherwise might not be in the best interests of the Company’s stockholders (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “BoardInformation Blackout”), the filing or seeking Holder shall suspend sales of Registrable Securities pursuant to such Registration Statement; provided, that any such suspension under this Section 2.3 shall only continue until the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and earliest of: (Ci) the Company promptly so notifies date upon which such Holder, then material information is disclosed to the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required public or ceases to be filed by the Company pursuant to Section 2 hereof, or material; (yii) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety ten (9010) days after the date Company’s delivery of such written notice to the Holder; and (iii) such time as the Company notifies the Holder that (1) sales pursuant to such Registration Statement may be resumed. The number of days from such suspension of sales by the Demand was made (in Holder until the case of an day when such sales may be resumed under clause (i) above), (ii) or (2iii) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, hereof shall be called a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Period.

Blackout Periods. If The Company shall advise the Investor in writing of any changes to its policy on xxxxxxx xxxxxxx. Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or otherwise offer, sell or deliver Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following during any period (other than the exercise by such Holder period referred to in clause (iii) of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (Bthis Section 3.11) in which the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”)Company’s xxxxxxx xxxxxxx policy, the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled as it exists from time to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety would prohibit purchases or sales of Common Stock by its officers or directors (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies each such Holder of such determination (in the case of clause (ii) above) (eachperiod, a “Blackout Period”), except with respect to this clause (ii) as expressly provided in the immediately following sentence, or (iii) except as expressly provided in this Section 3.11, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Any If the Company wishes to deliver any Fixed Request Notice or otherwise offer, sell or deliver Shares to the Investor during any Blackout Period, the Company shall, as conditions thereto, (A) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such written notice Fixed Request Notice, which certificate shall contain be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice, and (B) afford the Investor the opportunity to conduct a general statement due diligence review in accordance with Section 6.5(ii) hereof. If the Company wishes to deliver any Fixed Request Notice or otherwise offer, sell or deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Investor and its counsel, (2) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such Fixed Request Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, (3) afford the Investor the opportunity to conduct a due diligence review in accordance with Section 6.5(ii) hereof and (4) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the reasons Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the Commission under Rule 424(b) under the Securities Act, in each case on or prior to the date of such Fixed Request Notice. The provisions of clause (iii) of this Section 3.11 shall not be applicable for such postponement or restriction on use the period from and an estimate after the time at which all of the anticipated delay. The Company conditions set forth in the immediately preceding sentence shall have been satisfied (aor, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) promptly notify through and including the Holder making a Demand time that is 24 hours after the Filing Time of the expiration relevant Quarterly Report on Form 10-Q or earlier termination Annual Report on Form 10-K, as the case may be. For purposes of such Blackout Period and (b) use its reasonable best efforts to effect clarity, the Demand Registration as promptly as practicable after parties agree that the end delivery of the Blackout Periodcompliance certificate and the “bring down” opinions pursuant to this Section 3.11 shall not relieve the Company from any of its obligations under this Agreement with respect to the delivery of the compliance certificate called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xiv) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (ia) within five (5) Business Days following At any time when a registration statement effected pursuant to Section 2 relating to the exercise by a Holder of a DemandShares is effective, upon written notice from the Company to the Selling Holders that the Company determines in the good faith and notifies such Holder in writing judgment of the general counsel of the Company that the registration and distribution of Registrable Securities (or the use Selling Holders sale of the Registration Statement or related Prospectus) resulting from Shares pursuant to the registration statement would require disclosure of material information which the Company has a Demand received from such Holder bona fide business purpose for preserving as confidential and the disclosure of which would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving have a material adverse effect on the Company or any the Company is unable to comply with SEC requirements (an "Information Blackout"), the Selling Holders shall suspend sales of its subsidiaries the Shares pursuant to such registration statement until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material, (ii) following 120 days after the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control general counsel of the Company makes such good faith determination or (an “Uncontrolled Event”), iii) such time as the Company notifies the Selling Holders that sales pursuant to such registration statement may be resumed (B) in the reasonable judgment number of at least a majority days from such suspension of sales of the members of Selling Holders until the Board of Directors of the Company day when such sales may be resumed hereunder is hereinafter called a "Sales Blackout Period"). (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (Cb) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed Any delivery by the Company of notice of an Information Blackout during the 90 days immediately following effectiveness of any registration statement effected pursuant to Section 2 hereofshall give the Selling Holders the right, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not by notice to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable within 20 days after the end of such blackout period, to cancel such registration and obtain for the Holders one additional registration right (a "Blackout Termination Right") under Section 2.1(d). (c) If there is an Information Blackout and the Selling Holders do not exercise the cancellation right, if any, pursuant to clause (b) of this Section 4.3, or, if such cancellation right is not available, the period set forth in Section 4.1(b)(ii) or Section 4.1(c)(i), as applicable, shall be extended for a number of days equal to the number of days in the Sales Blackout Period.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 2.14, at any time from and including the exercise date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Holder of a Demand but before Earnings Announcement. If the effectiveness of Company wishes to deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Registration StatementInvestor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (A1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a business combination, tender offer, acquisition report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other corporate event involving the Company is proposedprojections, initiated or announced by another Person beyond the control of the Company similar forward-looking data and officers’ quotations) (each, an “Uncontrolled EventEarnings 8-K”), (B) in form and substance reasonably satisfactory to the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”)Investor and its counsel, the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) provide the Company so notifies such Holder Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such determination (Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the case form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, (3) afford the Investor the opportunity to conduct a due diligence review in accordance with Section 5.4 hereof and (4) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the Exchange Act) on or prior to the date of such Fixed Request Notice or Optional Amount grant, as applicable. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 2.14 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delayrelevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. The Company shall (a) promptly notify For purposes of clarity, the Holder making a Demand parties agree that the delivery of the expiration or earlier termination compliance certificate and the “bring down” opinions pursuant to this Section 2.14 shall not relieve the Company from any of such Blackout Period and (b) use its reasonable best efforts obligations under this Agreement with respect to effect the Demand Registration as promptly as practicable after the end delivery of the Blackout Periodcompliance certificate called for by Section 6.3(v) and the “bring down” opinions called for by Section 6.3(xii) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (i) within five (5) Business Days following In the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of event any Holder's ability to sell Registrable Securities under the Registration Statement is suspended for more than ninety (90) days in any twelve-month period, including without limitation by reason of any suspension or the use of stop order with respect to the Registration Statement or related Prospectusthe fact that an event has occurred as a result of which the prospectus (including any supplements thereto) resulting from included in such Registration Statement then in effect includes an untrue statement of a Demand received from such Holder would materially and adversely interfere with any planned material fact or proposed business combination transaction involving omits to state a material fact required to be stated therein or necessary to make the Companystatements therein not misleading in light of the circumstances then existing, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company shall pay Liquidated Damages to the Holders on a pro rata basis for the period during which such delay continues after such ninetieth day; provided that such period may be extended for more than ninety (90) days, but in no event beyond forty-five (45) days, and no Liquidated Damages or any of its subsidiaries Premium Redemption Price under Section (iv)(B) below shall be due or (ii) following payable if the exercise by such Holder suspension of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of Holder's ability to sell Registrable Securities under the Registration Statement would materially and adversely interfere is due to the existence of facts relating to developments with respect to the regulatory approval process for the Company's products, including the FDA approval process, as a result of which the prospectus (including any supplements thereto) included in such Uncontrolled Event Registration Statement then in effect includes an untrue statement of a material fact or would otherwise materially and adversely affect omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Unless the Company and (C) has a valid business purpose for preserving the confidentiality of material non-public information for most or all of such 90-day period, the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of must amend the Registration Statement otherwise required so as to be filed by the Company pursuant to Section 2 hereofcurrent as soon as practicable, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to and no such delay shall exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Perioddays.

Blackout Periods. If (a) Holders agree that the Company shall be entitled to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such sales), a Demand Registration and to require them to discontinue the disposition of their securities covered by a Shelf Registration during any General Blackout Period (as defined below) (i) within five (5) Business Days following if the exercise by a Holder board of a Demand, directors of the Company determines in good faith and notifies that effecting such Holder in writing that the a registration and distribution or continuing such disposition at such time would have an adverse effect upon (A) a proposed sale of Registrable Securities all (or the use substantially all) of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital, structure or equity ownership of the Company or (B) any of its subsidiaries other material financing, acquisition or extraordinary corporate transaction, or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving if the Company is proposedin possession of material, initiated or announced by another Person beyond non-public information which the control board of directors of the Company (an “Uncontrolled Event”), (B) determines in good faith is not in the reasonable judgment of at least a majority of the members of the Board of Directors best interests of the Company (to disclose in a registration statement at such time, provided, however, that the “Board”), Company may delay the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereofof, or sales under (yunless they have already contractually agreed to make such sales), a Demand Registration and require the Holders of Registrable Securities referred to in this Section 2.6(a) elect that to discontinue the effective disposition of their securities covered by a Shelf Registration Statement not be used, in either case only for a reasonable period of time, but time not to exceed ninety 30 days (90) days after or such earlier time as such transaction is consummated or no longer proposed or the date that (1) the Demand was material information has been made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) abovepublic) (each, a “"General Blackout Period”"). Any such written notice ; provided, further, that the effectiveness period of any Demand Registration shall contain a general statement be extended by the number of days in any General Blackout Period to the extent that the Registration Statement already was effective at the commencement of the reasons for such postponement or restriction on use and an estimate of the anticipated delayGeneral Blackout Period. There shall not be more than three General Blackout Periods in any 12 month period. The Company shall (a) promptly notify the Holder making Holders referred to in this Section 2.6(a) in writing (a "General Blackout Notice") of any decision to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such sales), a Demand Registration or to discontinue sales of Registrable Securities covered by a Shelf Registration pursuant to this Section 2.6 and shall include an undertaking by the expiration Company to promptly notify the Holders referred to in this Section 2.6(a) as soon as a Demand Registration may be effected or earlier termination sales of such Blackout Period and Registrable Securities covered by a Demand Registration or Shelf Registration may resume. (b) use its reasonable best efforts In making any such determination to effect initiate or terminate a General Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.6 in the strictest confidence and shall not disseminate such information. If the Company shall impose a General Blackout Period prior to the filing of a Demand Registration as promptly as practicable Statement pursuant to this Section 2.6, the Majority Holders shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after the end receipt of the General Blackout PeriodNotice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Blackout Periods. If (ia) within five (5) Business Days following At any time when a registration statement ---------------- effected pursuant to Section 1 relating to Shares is effective, upon written notice from the exercise by a Holder of a Demand, Company to the Selling Holders that the Company determines in the good faith and notifies such Holder in writing judgment of the general counsel of the Company that the Selling Holders sale of Shares pursuant to the registration and distribution statement would require disclosure of Registrable Securities (material information which the Company has a bona fide business purpose for preserving as confidential or the use Company is unable to comply with SEC requirements (an "Information Blackout"), the Selling Holders shall suspend sales of Shares pursuant to such registration statement until the Registration Statement earlier of (i) the date upon which such material information is disclosed to the public or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyceases to be material, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following 120 days after the exercise by Company makes such Holder good faith determination or (iii) such time as the Company notifies the Selling Holders that sales pursuant to such registration statement may be resumed (the number of a Demand but before the effectiveness days from such suspension of sales of the Registration Statement, Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a "Sales Blackout Period"). (Ab) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed Any delivery by the Company of notice of an Information Blackout during the 120 days immediately following effectiveness of any registration statement effected pursuant to Section 2 hereof1 shall give the Selling Holders the right, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not by notice to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable within 20 days after the end of such blackout period, to cancel such registration and obtain for the Holders one additional registration right (a "Blackout Termination Right") under Section 1.1(d). (c) If there is an Information Blackout and the Selling Holders do not exercise the cancellation right, if any, pursuant to clause (b) of this Section 2.3, or, if such cancellation right is not available, the period set forth in Section 2.1(b)(ii) shall be extended for a number of days equal to the number of days in the Sales Blackout Period.

Blackout Periods. If The Company shall advise the Investor in writing of any changes to its policy on ixxxxxx xxxxxxx. Notwithstanding any other provision of this Agreement, the Company shall not deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following during any period (other than the exercise by such Holder period referred to in clause (iii) of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (Bthis Section 3.8) in which the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”)Company’s ixxxxxx xxxxxxx policy, the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled as it exists from time to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety would prohibit purchases or sales of Common Stock by its officers or directors (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies each such Holder of such determination (in the case of clause (ii) above) (eachperiod, a “Blackout Period”), except with respect to this clause (ii) as expressly provided in the immediately following sentence, or (iii) except as expressly provided in this Section 3.8, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Any If the Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Investor during any Blackout Period, the Company shall, as a condition thereto, provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such written notice Draw Down Notice, which certificate shall contain be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Draw Down Notice. If the Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to the Investor a general statement report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Investor, (2) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such Draw Down Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Draw Down Notice (3) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the reasons Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the Commission under Rule 424(b) under the Securities Act, in each case on or prior to the date of such Draw Down Notice. The provisions of clause (iii) of this Section 3.8 shall not be applicable for such postponement or restriction on use the period from and an estimate after the time at which all of the anticipated delay. The Company conditions set forth in the immediately preceding sentence shall have been satisfied (aor, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) promptly notify through and including the Holder making a Demand time that is 24 hours after the Filing Time of the expiration relevant Quarterly Report on Form 10-Q or earlier termination Annual Report on Form 10-K, as the case may be. For purposes of such Blackout Period and (b) use its reasonable best efforts to effect clarity, the Demand Registration as promptly as practicable after parties agree that the end delivery of the Blackout Periodcompliance certificate and the “bring down” opinions pursuant to this Section 3.8 shall not relieve the Company from any of its obligations under this Agreement with respect to the delivery of the compliance certificate called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xv) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (i) within five (5) Business Days following the exercise by a Holder holder of a Demand, the Company Holdings determines in good faith and notifies such Holder holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder holder would materially and adversely interfere with any planned or proposed business combination transaction involving the CompanyHoldings, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company Holdings or any of its subsidiaries or (ii) following the exercise by such Holder holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company Holdings is proposed, initiated or announced by another Person person beyond the control of the Company Holdings (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company Holdings (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company Holdings and (C) the Company Holdings promptly so notifies such Holderholder, then the Company Holdings shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company Holdings pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company Holdings so notifies such Holder holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company Holdings shall (a) promptly notify the Holder holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Period.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Draw Down Notice or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 3.8, at any time from and including the exercise date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Holder of a Demand but before Earnings Announcement. If the effectiveness of Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Registration StatementInvestor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (A1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a business combination, tender offer, acquisition report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other corporate event involving the Company is proposedprojections, initiated or announced by another Person beyond the control of the Company similar forward-looking data and officers’ quotations) (each, an “Uncontrolled EventEarnings 8-K”), (B) in form and substance reasonably satisfactory to the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”)Investor and its counsel, the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) provide the Company so notifies such Holder Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such determination (Draw Down Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Draw Down Notice and (3) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the Commission under Rule 424(b) under the Securities Act, in each case on or prior to the date of such Draw Down Notice. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 3.8 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delayrelevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. The Company shall (a) promptly notify For purposes of clarity, the Holder making a Demand parties agree that the delivery of the expiration or earlier termination compliance certificate and the “bring down” opinions pursuant to this Section 3.8 shall not relieve the Company from any of such Blackout Period and (b) use its reasonable best efforts obligations under this Agreement with respect to effect the Demand Registration as promptly as practicable after the end delivery of the Blackout Periodcompliance certificate called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xv) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (ia) within five (5) Business Days following the exercise by At any time when a Holder of a Demandregistration statement effected pursuant to Article II hereof relating to Eligible Securities is effective, upon written notice from the Company determines to the Selling Investors that the Board of Trustees of the Company has determined in good faith and notifies such Holder in writing faith, with the advice of counsel, that the Selling Investors’ sale of Eligible Securities pursuant to the registration and distribution statement would be reasonably likely to require disclosure of Registrable Securities (or non-public material information the use disclosure of the Registration Statement or related Prospectus) resulting from which would be reasonably likely to have a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of material adverse effect on the Company (an “Uncontrolled EventInformation Blackout”), the Selling Investors shall suspend sales of Eligible Securities pursuant to such registration statement until the earliest of: (Bi) the date upon which such material information is disclosed to the public or ceases to be material; (ii) sixty (60) days after the Company’s delivery of such written notice to the Selling Investors; and (iii) such time as the Company notifies the Selling Investors that sales pursuant to such registration statement may be resumed. The number of days from such suspension of sales by the Selling Investors until the day when such sales may be resumed under clause (i), (ii) or (iii) hereof is hereinafter called a “Sales Blackout Period”. In no event may the Company deliver more than two (2) notices of an Information Blackout in any twelve (12) consecutive month period, and the reasonable judgment aggregate number of at least days in which any Sales Blackout Periods may be in effect in any twelve (12) consecutive month period shall not exceed one hundred and five (105) days. (b) Any delivery by the Company of a written notice of an Information Blackout during the sixty (60) days immediately following effectiveness of any registration statement effected pursuant to Article II hereof shall give the Investors the right, by written notice to the Company within twenty (20) Business Days after the end of such Sales Blackout Period, to cancel such registration and obtain one additional registration right during such calendar year under Article II hereof, unless the Investors have sold a majority of the members of Eligible Securities registered on such registration statement prior to the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder end of such determination twenty (in the case of clause 20) Business Day period. (iic) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand not effect any public offering of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the securities during any Sales Blackout Period.

Blackout Periods. If Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right to delay the filing or effectiveness of a Registration Statement requested pursuant to Section 2, 3 or 4 hereof during no more than two (2) periods aggregating to not more than 90 days in any twelve-month period (a "BLACKOUT PERIOD") in the event that (i) within five (5a) Business Days following the exercise by a Holder of a Demand, the Company determines would, in good faith accordance with the reasonable advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed, and notifies such Holder (b) in writing that the registration and distribution of Registrable Securities (or the use judgment of the Registration Statement Company's Board of Directors, there is a reasonable likelihood that such disclosure, or related Prospectus) resulting from a Demand received from such Holder any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any planned financing, acquisition, merger, material joint venture, disposition of assets (not in the ordinary course of business), corporate reorganization or proposed business combination other similar transaction involving the Company, or (ii) the Company is actively involved in the preparation of its annual audited financial statements (during which time, if a Blackout Period, the Company shall not be required to permit the use of an effective Registration Statement and related Prospectus); PROVIDED, HOWEVER, that during any pending financingsuch Blackout Period, acquisition, corporate reorganization the Company shall also delay the filing or effectiveness of any other corporate development involving registration statement with respect to any Securities of the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness other shareholder of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company. The Company shall be entitled to (x) postpone promptly give the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder Holders written notice of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain containing a general statement of the reasons for such postponement or restriction on use and an estimate approximation of the anticipated delay. The Company shall (a) promptly notify ; and PROVIDED FURTHER, HOWEVER, that the Holder making a Demand implementation of the expiration or earlier termination of such any Blackout Period shall be done in good faith, and (b) use its reasonable best efforts to effect not for the Demand Registration as promptly as practicable after the end purpose or intention of the Blackout Periodimpeding such rights.

Blackout Periods. If (i) within five (5) Business Days following the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or subsidiaries, (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “"Uncontrolled Event”"), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “"Board”"), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then or (iii) following effectiveness of a Registration Statement with respect to a Shelf Registration, the Company determines in good faith and notifies such Holder in writing that there is a valid purpose for the suspension of such Registration Statement, then, in each case, the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety sixty (9060) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause clauses (ii) and (iii) above) (each, a “"Blackout Period”"). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its commercially reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Period.

Blackout Periods. If (i) within five (5) Business Days following 4.1 Following the exercise by a Holder filing of a Demandthe Required Registration Statement, upon written notice from the Company to the Participating Holders that the Company determines in the good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (Company, based on the “Board”)advice of counsel, that the filing of any Registration Statement or seeking the effectiveness sale of Registrable Securities pursuant to the Registration Statement would materially and adversely interfere with such Uncontrolled Event or require disclosure of material non-public information, the disclosure of which would otherwise materially and adversely affect have a material adverse effect on the Company, the Company and (C) the Company promptly so notifies such Holdermay, then the Company shall be entitled to (x) postpone if the Registration Statement has not yet been filed, delay such filing, (y) if the Registration Statement has been filed but has not yet become effective, cease taking steps to cause the Registration Statement to become effective, and (z) if the Registration Statement has already become effective, immediately suspend the Participating Holders’ sale of Registrable Securities pursuant to such Registration Statement until the earlier of: (i) the date upon which such material information is disclosed to the public or ceases to be material; and (ii) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective or allow sales pursuant to such Registration Statement to resume. (The period during which the Company delays the filing of the Registration Statement otherwise required Statement, ceases taking steps to be filed by cause the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period to become effective or suspends sales of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, Registrable Securities is hereinafter called a “Blackout Period”.). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. 4.2 The Company shall (a) promptly notify use its reasonable efforts to provide such notice a reasonable number of days prior to the Holder making commencement of such a Demand of Blackout Period; provided, however, that in any event the expiration or earlier termination Company shall provide such notice no later than the commencement of such Blackout Period Period. 4.3 Notwithstanding contrary provisions in this Section 4, the Company shall limit its use of Blackout Periods, in the aggregate, to twenty five (25) business days in any ninety (90) day period and sixty (b60) use its reasonable best efforts business days in any twelve (12)-month period. 4.4 The Company may also suspend the effectiveness of any Required Registration Statement or may without suspending such effectiveness, instruct the Holders of Registrable Securities included in a Required Registration Statement not to effect sell such securities, during any period during which the Demand Registration as promptly as practicable after the end of the Company is instructed, directed, ordered or otherwise requested by any governmental agency or self-regulatory organization to stop or suspend such trading or sales (a “Supplemental Blackout Period”).

Blackout Periods. If (ia) within five (5) Business Days following Following July 31, 2001, upon written notice from the exercise by a Company to the Holder of a Demand, that the Company determines in the good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (Company, with the “Board”)advice of counsel, that the filing of any Registration Statement or seeking the effectiveness sale of Registrable Securities pursuant to the Registration Statement would materially and adversely interfere with such Uncontrolled Event or require disclosure of material non-public information, the disclosure of which would otherwise materially and adversely affect have a material adverse effect on the Company, the Company may, (v) if the Registration Statement has not yet been filed, delay such filing, (y) if the Registration Statement has been filed but has not yet become effective, cease taking steps to cause the Registration Statement to become effective, and (Cz) if the Registration Statement has already become effective, suspend the sale of Registrable Securities pursuant to such Registration Statement until the earliest of; (i) the Company promptly so notifies date upon which such Holder, then material information is disclosed to the public or ceases to be material; and (ii) such time as the Company shall be entitled notifies the Holder that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective or allow sales pursuant to such Registration Statement to resume. (x) postpone The period during which the Company delays the filing of the Registration Statement, ceases taking steps to cause the Registration Statement otherwise required to be filed become effective or suspends sales of Registrable Securities is hereinafter called a "Blackout Period".) (b) Any delivery by the Company of notice of a Blackout Period prior to the effectiveness of any Demand Registration effected pursuant to Section 2 hereofhereof shall give the Holder the right, or by written notice to the Company within twenty (y20) elect that Business Days after the effective Registration Statement commencement of such Blackout Period, to cancel such registration and such registration, if initiated pursuant to Section 2, shall not be usedcount as a Registration. (c) Notwithstanding contrary provisions in this Section 4, the Company shall limit its use of Blackout Periods, in either case for a reasonable period of timetheir aggregate, but not to exceed ninety (90) days after the date that in any twelve (112) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Periodmonth period.

Blackout Periods. If Notwithstanding anything herein to the contrary, (a) no Holder may sell any securities pursuant to Section 6.2 or Section 6.3 and (b) any registration statement may be suspended or a filing delayed by the Company, in either case, if the Company notifies the Holders that it has determined in good faith that (i) within five (5) Business Days following it is in the exercise by a Holder best interest of a Demand, the Company determines in good faith and notifies such Holder in writing that not to disclose the registration and distribution of Registrable Securities (existence of, or the use of the Registration Statement facts surrounding, any proposed or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned pending significant business transaction, financial project, acquisition, merger or proposed business combination transaction corporate reorganization or other material development involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the disclosure of which would reasonably be expected to materially adversely affect the Company or any of its subsidiaries business, or (ii) following the exercise a significant business transaction, acquisition or merger has occurred and any financial statements or pro forma financial information required to be included or incorporated by such reference in a registration statement or prospectus by Regulation S-X are unavailable without unreasonable effort and expense; provided that any Demand Holder may withdraw all or a portion of its Demand Registration during any Blackout Period without it counting as a Demand but before the effectiveness of the Registration StatementRegistration; provided, further, that (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), may not delay the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereofof, or suspend, any registration statement in excess of one-hundred and twenty (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90120) days after in any calendar year (such period and the date that seven (17) the Demand was made days prior to any one-hundred and twenty (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each120)-day period, a “Blackout Period”). Any , plus an extension period, which shall be no longer than seventeen (17) days, as may be proposed by the managing underwriter solely to the extent required to address FINRA regulations regarding the publishing of research, (B) such written notice registration statement shall contain a general statement of remain effective subsequent to the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination cessation of such Blackout Period and (b) use its reasonable best efforts for a number of days equal to effect the Demand Registration as promptly as practicable after the end of the Blackout Period, and (C) the Company may not file any registration statement during a Blackout Period.

Blackout Periods. If (i) within five (5) Business Days following Notwithstanding anything in this Agreement to the exercise by a Holder of a Demandcontrary, the Company determines shall be entitled, for reasonable periods of time not to exceed 45 consecutive days and in no event to exceed more than an aggregate of 90 days during any 360-day period (a "BLACKOUT PERIOD"), to postpone and delay the filing or effectiveness of any Demand Registration Statement, or suspend the effectiveness of any Registration Statement, if a majority of the Non-Investor Directors shall determine in their good faith and notifies judgment that any such Holder in writing that filing or the registration and distribution offering of any Registrable Securities would (a) impede, delay or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely otherwise interfere with any planned material pending or proposed business combination transaction involving the Companycontemplated acquisition or divestiture, or any pending financing(b) require disclosure of material non-public information (other than information relating to an event described in clause (a) above) which, acquisitionif disclosed at such time, corporate reorganization or any other corporate development involving would be detrimental to the best interests of the Company and its stockholders. Upon written notice by the Company to each Holder of such determination, such Holder shall keep the fact of any such notice strictly confidential, and during any Blackout Period promptly halt any offer, sale, trading or transfer by it or any of its subsidiaries of any Common Stock for the duration of the Blackout Period set forth in such notice (or (iiuntil such Blackout Period shall be earlier terminated in writing by the Company) following the exercise by such Holder and promptly halt any use, publication, dissemination or distribution of a Demand but before the effectiveness of each prospectus included in the Registration Statement, (A) a business combination, tender offer, acquisition and any amendment or other corporate event involving supplement thereto by it for the Company is proposed, initiated or announced by another Person beyond the control duration of the Company Blackout Period set forth in such notice (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of until such Blackout Period and (bshall be earlier terminated in writing by the Company) use and, if so directed by the Company, will deliver to the Company any copies then in its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end possession of the Blackout Periodprospectus covering such Registrable Securities.

Blackout Periods. If Upon written notice from Purchaser to Seller that either: (ia) within five Purchaser has determined to engage in a financing and has been advised in writing (5with a copy to Seller) Business Days following the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise recognized independent investment banking firm selected by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of Purchaser that, in that firm's opinion, Purchaser's sale of Registrable Stock pursuant to the Company registration statement would adversely affect Purchaser's own immediately planned financing (a "Transaction Blackout"); or (b) the “Board”general counsel of Purchaser determines in good faith in writing (with a copy to Seller) that Seller's sale of Registrable Stock pursuant to the registration statement would require disclosure of material information which Purchaser has a bona fide business purpose for preserving as confidential as a result of a pending merger, consolidation, acquisition, disposition or other material development involving Purchaser (an "Information Blackout"); Seller shall suspend sales of Registrable Stock pursuant to such registration statement until the earlier of (X)(i) in the case of a Transaction Blackout, the filing or seeking earliest of (A) three months after the effectiveness completion of the Registration Statement would materially and adversely interfere financing, (B) the termination of any "blackout" period required by the underwriters to be applicable to Purchaser, if any, in connection with such Uncontrolled Event or would otherwise materially and adversely affect the Company and financing, (C) the Company promptly so notifies abandonment of such Holder, then the Company shall be entitled to financing and (xD) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) 135 days after the date that of Purchaser's written notice of a Transaction Blackout, or (1ii) the Demand was made (in the case of an clause Information Blackout, the earlier of (iA) above) the date upon which the material information is disclosed to the public or ceases to be material or (2B) 135 days after receipt of notice by Seller requesting the Company so notifies such Holder of such determination (in the case of clause (ii) above) (eachregistration, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (bY) use its reasonable best efforts such time as Purchaser notifies Seller that sales pursuant to effect the Demand Registration as promptly as practicable after the end of the Blackout Periodsuch registration statement may be resumed.

Blackout Periods. If (a) (i) within five (5) Business Days following the exercise by At any time when a Holder of a Demandregistration statement effected pursuant to Articles II or III relating to Eligible Securities is effective, upon written notice from the Company determines in good faith and notifies such Holder in writing to the Selling Investors that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company has determined in good faith, with the advice of counsel, that the Selling Investors’ sale of Eligible Securities pursuant to the registration statement would be reasonably likely to require disclosure of non-public material information the disclosure of which would not otherwise be required to be disclosed and would be reasonably likely to have a material adverse effect on the Company (the an “BoardInformation Blackout”), the Selling Investors shall suspend sales of Eligible Securities pursuant to such registration statement and (ii) if, while a registration request is pending pursuant to Articles II or III, the Board of Directors of the Company determines that an Information Blackout is required, or that any such filing or seeking the effectiveness offering of the Registration Statement any Eligible Securities would be reasonably likely to materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect or materially delay any proposed material financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company and (C) or the Company promptly so notifies such HolderPartnership, then the Company shall deliver to the Investors a certificate to such effect signed by its Chief Executive Officer or Chief Financial Officer, and the Company shall not be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company file a registration statement, prospectus or any amendment or any supplement thereto pursuant to Articles II or III (a “Registration Delay”); provided, that any such suspension or postponement under (i) and (ii) of this Section 2 hereof, 4.3(a) shall only continue until the earliest of: (1) the date upon which such material information is disclosed to the public or ceases to be material; (y2) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety sixty (9060) days after the date that Company’s delivery of such written notice to the Selling Investors; (13) the Demand was made (in the case of an clause (i) above) or (2) , such time as the Company so notifies the Selling Investors that sales pursuant to such Holder of such determination registration statement may be resumed; and (4) in the case of clause (ii) above, the date upon which the financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction referred to therein concludes. The number of days from such suspension of sales by the Selling Investors until the day when such sales may be resumed under clause (1), (2) or (each3) hereof, or from the date of a notice of a Registration Delay until the date such affected registration process resumes under clause (1), (2) or (4) hereof, shall be called a “Blackout Period”). Any such written notice In no event may the Company deliver more than two (2) notices, collectively, of an Information Blackout and/or a Registration Delay in any twelve (12) consecutive month period, and the aggregate number of days in which any Blackout Periods may be in effect in any twelve (12) consecutive month period shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall not exceed ninety (a90) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and days. (b) use its reasonable best efforts Any delivery by the Company of a written notice of a Registration Delay following a registration request by a Requesting Investor pursuant to effect Section 2.1 or by an Investor pursuant to Section 3.2, and before the Demand Registration as promptly as practicable effectiveness of the related registration statement, or of a written notice of an Information Blackout during the sixty (60) days immediately following effectiveness of any registration statement effected pursuant to Article II, shall give the Investors the right, by written notice to the Company within twenty (20) Business Days after the end of the such Blackout Period, to cancel such registration and obtain one additional registration right during such calendar year under Article II. (c) The Company shall not effect any public offering of its securities during any Blackout Period other than in connection with such proposed transaction described in Section 4.3(a); provided, that the Investors shall have incidental registration rights with respect to such primary offering of securities by the Company in accordance with, and subject to the restrictions set forth in, Section 3.1.

Blackout Periods. If The Company shall advise the Investor in writing of any changes to its policy on ixxxxxx xxxxxxx. Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following during any period (other than the exercise by such Holder period referred to in clause (iii) of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (Bthis Section 3.11) in which the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”)Company’s ixxxxxx xxxxxxx policy, the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled as it exists from time to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety would prohibit purchases or sales of Common Stock by its officers or directors (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies each such Holder of such determination (in the case of clause (ii) above) (eachperiod, a “Blackout Period”), except with respect to this clause (ii) as expressly provided in the immediately following sentence, or (iii) except as expressly provided in this Section 3.11, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Any If the Company wishes to deliver any Fixed Request Notice or otherwise offer, sell or deliver Shares to the Investor during any Blackout Period, the Company shall, as a condition thereto, provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such written notice Fixed Request Notice, which certificate shall contain be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice. If the Company wishes to deliver any Fixed Request Notice or otherwise offer, sell or deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to the Investor (with a general statement copy to counsel to the Investor) a report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Investor and its counsel, (2) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such Fixed Request Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice and (3) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the reasons Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the Commission under Rule 424(b) under the Securities Act, in each case on or prior to the date of such Fixed Request Notice. The provisions of clause (iii) of this Section 3.11 shall not be applicable for such postponement or restriction on use the period from and an estimate after the time at which all of the anticipated delay. The Company conditions set forth in the immediately preceding sentence shall have been satisfied (aor, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) promptly notify through and including the Holder making a Demand time that is 24 hours after the Filing Time of the expiration relevant Quarterly Report on Form 10-Q or earlier termination Annual Report on Form 10-K, as the case may be. For purposes of such Blackout Period and (b) use its reasonable best efforts to effect clarity, the Demand Registration as promptly as practicable after parties agree that the end delivery of the Blackout Periodcompliance certificate and the “bring down” opinions pursuant to this Section 3.11 shall not relieve the Company from any of its obligations under this Agreement with respect to the delivery of the compliance certificate called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xiv) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (ia) within five (5) Business Days following At any time when a registration statement effected pursuant to Article III hereof relating to Eligible Securities is effective, upon written notice from the exercise by a Holder of a Demand, Company to the Selling Investors that the Company determines in the good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use judgment of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving Board Trustees of the Company, or any pending financingwith the advice of counsel, acquisition, corporate reorganization or any other corporate development involving that the Company or any Selling Investors' sale of its subsidiaries or (ii) following Eligible Securities pursuant to the exercise by such Holder registration statement would require disclosure of non-public material information the disclosure of which would have a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of material adverse effect on the Company (an “Uncontrolled Event”"Information Blackout"), the Selling Investors shall suspend sales of Eligible Securities pursuant to such registration statement until the earliest of: (i) the date upon which such material information is disclosed to the public or ceases to be material; (ii) 30 days after the Company makes such a good faith determination; and (iii) such time as the Company notifies the Selling Investors that sales pursuant to such registration statement may be resumed. (The number of days from such suspension of sales by the Selling Investors until the day when such sales maybe resumed under clause (i), (Bii) in the reasonable judgment of at least or (iii) hereof is hereinafter called a majority of the members of the Board of Directors of "Sales Blackout Period".) In no event may the Company deliver more than one notice of an Information Blackout in any 180 consecutive day period. (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (Cb) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed Any delivery by the Company of a written notice of an Information Blackout during the 120 days immediately following effectiveness of any registration statement effected pursuant to Section 2 hereofArticle III hereof shall give the Investors the right, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not by written notice to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable within 20 Business Days after the end of the such Sales Blackout Period, to cancel such registration and obtain one additional registration right during such calendar year (a "Blackout Termination Right") under Article III hereof.

Blackout Periods. If (i) within five (5) Business Days following At any time after the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness effective date of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking event that the effectiveness of the Registration Statement would materially and adversely interfere is suspended for more than the Suspension Grace Period, including without limitation by reason of any suspension or stop order with respect to the Registration Statement or the fact that an event has occurred as a result of which the prospectus (including any supplements thereto) included in such Uncontrolled Event Registration Statement then in effect includes an untrue statement of material fact or would otherwise materially and adversely affect omits to state a material fact required to be stated therein or necessary to make the Company and (C) statements therein not misleading in light of the Company promptly so notifies such Holdercircumstances then existing, then the Company shall be entitled pay in cash to each Holder an amount equal to three percent (x3%) postpone the filing of the Registration Statement otherwise required Liquidation Value for the Series C Preferred Stock held by such Holder for each 30-day period (prorated for any partial period) from and after the expiration of the Suspension Grace Period. At any time after the fifth (5th) Trading Day following the expiration of the Suspension Grace Period, a Holder shall have the right to be filed by have the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be usedredeem its Series C Preferred Stock and/or Registrable Securities, in either case for a reasonable period of timewhole or in part, but not to exceed ninety as follows: (90I) days after the date that (1) the Demand was made (in the case of an clause Series C Preferred Stock, such shares shall be redeemable at a price per share equal to the Triggering Event Redemption Price and in accordance with Sections 4(b), 4(d)(ii) and 4(f) of the Articles of Amendment; and (iII) abovein the case of Registrable Securities, such shares shall be redeemed in accordance with the procedures in Section 4(f) of the Articles of Amendment at a redemption price (the "Premium Redemption Price") equal to the greater of (1) 1.2 times the dollar amount that is the product of (x) the number of shares so to be redeemed pursuant to this clause, and (y) the Conversion Price as of the date of delivery of the Notice of Redemption (as defined in Section 3(b) of the Articles of Amendment), or (2) the Company so notifies such Holder of such determination Conversion Benefit (as defined in the case of clause (iiSection 4(b) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate Articles of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout PeriodAmendment).

Blackout Periods. If (i) within five At any time when a registration statement effected pursuant to Section 6.01 relating to Registrable Securities is effective, upon written notice from the Company to the Selling Holders that either: a. after the registration statement covering the Registrable Securities has been effective for a period of at least one hundred twenty (5120 days), the Company has determined to engage in a publicly registered offering of its Common Stock and has been advised in writing (with a copy to the Selling Holders) Business Days following the exercise by a Holder nationally recognized independent investment banking firm selected by the Company that, in such firm's opinion, the Selling Holders' sale of Registrable Securities pursuant to the registration statement would adversely affect such immediately planned Company Offering (a Demand"Transaction Blackout"), provided, however, that there may not be more than one Transaction Blackout in any 365 day period; or b. the Company determines in the good faith and notifies such Holder in writing judgment of legal counsel to the Company that the registration and distribution cessation of the Selling Holders' sale of Registrable Securities pursuant to the registration statement is mandated by law (or an "Information Blackout"), the use Selling Holders shall suspend sales of Registrable Securities pursuant to such registration statement until the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving earlier of: a. in the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder case of a Demand but before Transaction Blackout, the effectiveness earliest of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving thirty (30) days after the Company is proposed, initiated or announced by another Person beyond the control beginning of the Company (an “Uncontrolled Event”)such Transaction Blackout, (Bb) the termination of any "blackout" period required by the underwriters to be applicable to the Selling Holders, if any, in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere connection with such Uncontrolled Event or would otherwise materially and adversely affect the Company and offering, (C) the promptly after abandonment of such Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, offering or (yD) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety sixty (9060) days after the date that of the Company's written notice of a Transaction Blackout, or (1ii) the Demand was made (in the case of an clause Information Blackout, the earlier of (iA) above) the date upon which the cessation of such sales would, in the opinion of the Company's legal counsel, no longer be mandated by law, or (2iii) thirty (30) days after the beginning of such Information Blackout; or b. such time as the Company notifies the Selling Holders that sales pursuant to such registration statement may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a "Sales Blackout Period); provided that the Company may not impose a Transaction Blackout during (a) any underwritten public offering, (b) the Company so notifies such Holder 120 day period immediately following the date on which a registration statement effected pursuant to Section 6.01 first became effective or (c) the 365 day period immediately following the expiration of such determination (in the case of clause any Transaction Blackout. (ii) aboveif there is a Transaction Blackout or an Information Blackout, the time periods set forth in Section 6.02(b) (each, shall be extended for a “Blackout Period”). Any such written notice shall contain a general statement number of days equal to the reasons for such postponement or restriction on use and an estimate number of days in the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Sales Blackout Period.

Blackout Periods. If (a) The Purchasers and their Affiliates (other than an Affiliate which is an Affiliate solely because it is a limited partner in one of the Purchasers and to whom Registrable Securities have been distributed), for so long as they have observation rights as provided for in Section 5.5 of the Stock Purchase Agreement, agree that offers and sales of their Registrable Securities pursuant to the Shelf Registration or any Demand Registration (or while this Section 2.6(a) is applicable to any such Holder, any other transaction) may only be made during the periods (each, a "Permitted Trading Period") in which the directors and executive officers of the Company are permitted to purchase or sell securities of the Company pursuant to the Company's existing Trading Compliance Program (including any period in which any such director or executive officer is exempt from the Trading Compliance Program pursuant to its terms), a copy of which is attached hereto as Schedule A, or any successor program adopted by the Company's Board of Directors and delivered to the holders (the "Compliance Program"). The Company shall promptly notify the Persons referred to in this Section 2.6(a) in writing (an "Affiliate Blackout Notice") of any decision to restrict trading under the Compliance Program during any Window Period (as defined therein) and when such trading may be resumed (each period during which there is such a restriction, an "Affiliate Blackout Period"). (b) Holders other than the Holders referred to in Section 2.6(a) hereof agree that the Company shall be entitled to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such sales), a Demand Registration and to require them to discontinue the disposition of their securities covered by a Shelf Registration during any General Blackout Period (as defined below) (i) within five (5) Business Days following if the exercise by a Holder board of a Demand, directors of the Company determines in good faith and notifies that effecting such Holder in writing that the a registration and distribution or continuing such disposition at such time would have an adverse effect upon (A) a proposed sale of Registrable Securities all (or the use substantially all) of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital, structure or equity ownership of the Company or (B) any of its subsidiaries other material financing, acquisition or extraordinary corporate transaction, or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving if the Company is proposed, initiated or announced by another Person beyond in possession of material information which the control board of directors of the Company (an “Uncontrolled Event”), (B) determines in good faith is not in the reasonable judgment of at least a majority of the members of the Board of Directors best interests of the Company (to disclose in a registration statement at such time, provided, however, that the “Board”), Company may delay the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereofof, or sales under (yunless they have already contractually agreed to make such sales), a Demand Registration and require the Holders of Registrable Securities referred to in this Section 2.6(b) elect that to discontinue the effective disposition of their securities covered by a Shelf Registration Statement not be used, in either case only for a reasonable period of time, but time not to exceed ninety 30 days (90) days after or such earlier time as such transaction is consummated or no longer proposed or the date that (1) the Demand was material information has been made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) abovepublic) (each, a “"General Blackout Period”"). Any such written notice ; provided, further, that the effectiveness period of any Demand Registration shall contain a general statement be extended by the number of days in any General Blackout Period to the extent that the Registration Statement already was effective at the commencement of the reasons for such postponement or restriction on use and an estimate of the anticipated delayGeneral Blackout Period. There shall not be more than three General Blackout Periods in any 12 month period. The Company shall (a) promptly notify the Holder making Holders referred to in this Section 2.6(b) in writing (a "General Blackout Notice") of any decision to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such sales), a Demand Registration or to discontinue sales of Registrable Securities covered by a Shelf Registration pursuant to this Section 2.6 and shall include an undertaking by the Company to promptly notify the Holders referred to in this Section 2.6(b) as soon as a Demand Registration may be effected or sales of Registrable Securities covered by a Demand Registration or Shelf Registration may resume. (c) In making any such determination to initiate or terminate an Affiliate Blackout Period or a General Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.6 in the strictest confidence and shall not disseminate such information. If the Company shall impose an Affiliate Blackout Period or a General Blackout Period prior to the filing of a Demand Registration Statement pursuant to this Section 2.6, the Majority Holders shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the expiration Affiliate Blackout Notice or earlier termination of such the General Blackout Period and (b) use its reasonable best efforts to effect the Notice. Such withdrawn registration request shall not be treated as a Demand Registration as promptly as practicable after effected pursuant to Section 2.2 (and shall not be counted towards the end number of Demand Registrations effected), and the Blackout PeriodCompany shall pay all Registration Expenses in connection therewith.

Blackout Periods. If (i) within five (5) Business Days following the exercise by With respect to a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (Shelf Registration filed or the use of the Registration Statement to be filed pursuant to Section 2 hereof or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the CompanyRegistration requested under Section 3 hereof, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of if the Board of Directors of the Company (the “Board”)shall determine, the filing or seeking in its good faith reasonable judgment, that to maintain the effectiveness of such registration statement or to permit such registration statement to become effective (or if no registration statement has yet been filed, to file such registration statement) would be significantly disadvantageous to the Registration Statement Company's financial condition, business or prospects ( a "Disadvantageous Condition") in light of the existence, or in anticipation, of (i) any acquisition of financing activity involving the Company, or any subsidiary of the Company, including a proposed public offering or private placement, (ii) an undisclosed material event, the public disclosure of which could have a material adverse effect on the Company, (iii) a proposed material transaction involving the Company or a substantial amount of its assets, or (iv) any other circumstance or condition the disclosure of which would materially disadvantage the Company, and adversely interfere with such Uncontrolled Event the existence of which renders any to be filed, then filed or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holdereffective registration statement inadequate as failing to include material information, then the Company shall may, until such Disadvantageous Condition no longer exists (but not with respect to more than 180 days in the aggregate nor involving more than 90 consecutive days during any 12-month period) cause such registration statement to be entitled withdrawn and the effectiveness of such registration statement to (x) postpone be terminated, suspend the filing use of the Registration Statement otherwise required prospectus contained therein, or if no registration statement has yet been filed, elect not to file such registration statement. If the Company determines to take any action pursuant to the preceding sentence, the Company shall deliver a notice to any Holder of Registrable Warrants covered or to be covered under such withdrawn, suspended or not to be filed by the Company pursuant to Section 2 hereofregistration statement, or (y) elect which indicates that the registration statement is no longer effective Registration Statement or will not be usedfiled. Upon the receipt of any such notice, in either case for a reasonable period of time, but not to exceed ninety (90such Holder(s) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) effective registration statement shall forthwith discontinue their use and any dissemination of the prospectus contained in such registration statement. If any Disadvantageous Condition shall cease to exist, the Company so notifies such Holder shall promptly notify any Holders, who shall have ceased selling Registrable Warrants pursuant to an effective registration statement as a result of such determination (in the case of clause (ii) above) (eachDisadvantageous Condition, a “Blackout Period”). Any indicating such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delaycessation. The Company shall (a) promptly notify shall, if any registration statement required to be filed or maintained under this Agreement has been withdrawn, suspended or not filed, file promptly, at such time as it in good faitx xxxxx xxxropriate, an amended, supplemented or new registration statement, as applicable, covering the Holder making a Demand of the expiration Registrable Warrants that were covered by such withdrawn registration statement or earlier termination of to be covered by such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Periodunfiled registration statement.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 3.12, at any time from and including the exercise date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Holder of a Demand but before Earnings Announcement. If the effectiveness of Company wishes to deliver any Fixed Request Notice or otherwise offer, sell or deliver Shares to the Registration StatementInvestor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (A1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a business combination, tender offer, acquisition report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other corporate event involving the Company is proposedprojections, initiated or announced by another Person beyond the control of the Company similar forward-looking data and officers’ quotations) (each, an “Uncontrolled EventEarnings 8-K”), (B2) provide the Investor with the compliance certificate substantially in the reasonable judgment form attached hereto as Exhibit D, dated the date of at least a majority such Fixed Request Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and (3) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the members of the Board of Directors of the Company (the “Board”Exchange Act), the filing on or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled prior to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case Fixed Request Notice. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 3.12 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delayrelevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. The Company shall (a) promptly notify For purposes of clarity, the Holder making a Demand parties agree that the delivery of the expiration or earlier termination compliance certificate pursuant to this Section 3.12 shall not relieve the Company from any of such Blackout Period and (b) use its reasonable best efforts obligations under this Agreement with respect to effect the Demand Registration as promptly as practicable after the end delivery of the Blackout Periodcompliance certificate called for by Section 7.2(ii), which Section shall have independent application.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following during each period beginning the exercise by last day of any fiscal quarter until the Filing Time (each such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (eachperiod, a “Blackout Period”), except with respect to this clause (ii) as expressly provided in the immediately following sentence, or (iii) except as expressly provided in this Section 2.14, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Any If the Company wishes to deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor during any Blackout Period, the Company shall, as conditions thereto, (A) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such written notice Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall contain be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions and comfort letters in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, and (B) afford the Investor the opportunity to conduct a general statement due diligence review in accordance with Section 5.4 hereof. If the Company wishes to deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Investor and its counsel, (2) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions and comfort letters in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, (3) afford the Investor the opportunity to conduct a due diligence review in accordance with Section 5.4 hereof and (4) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the reasons Exchange Act) on or prior to the date of such Fixed Request Notice or Optional Amount grant, as applicable. The provisions of clause (iii) of this Section 2.14 shall not be applicable for such postponement or restriction on use the period from and an estimate after the time at which all of the anticipated delay. The Company conditions set forth in the immediately preceding sentence shall have been satisfied (aor, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) promptly notify through and including the Holder making a Demand time that is 24 hours after the Filing Time of the expiration relevant Quarterly Report on Form 10-Q or earlier termination Annual Report on Form 10-K, as the case may be. For purposes of such Blackout Period and (b) use its reasonable best efforts to effect clarity, the Demand Registration as promptly as practicable after parties agree that the end delivery of the Blackout Periodcompliance certificate and the “bring down” opinions pursuant to this Section 2.14 shall not relieve the Company from any of its obligations under this Agreement with respect to the delivery of the compliance certificate called for by Section 6.3(v) and the “bring down” opinions called for by Section 6.3(xii) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If In the event any Holder is unable to sell Registrable Securities under the Registration Statement for more than (iA) within five ten (510) Business Days consecutive days or (B) thirty (30) days in any calendar year ("Suspension Grace Period"), as may be extended pursuant to the following the exercise sentence, including without limitation by a Holder reason of a Demandsuspension of trading of the Common Stock on the Approved Market, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (any suspension or the use of stop order with respect to the Registration Statement or related Prospectusthe fact that an event has occurred as a result of which the prospectus (including any supplements thereto) resulting from included in such Registration Statement then in effect includes an untrue statement of material fact or omits to state a Demand received from such Holder would materially and adversely interfere with any planned material fact required to be stated therein or proposed business combination transaction involving necessary to make the Companystatements therein not misleading in light of the circumstances then existing, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any number of its subsidiaries or (ii) following the exercise shares of Common Stock covered by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with is insufficient at such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies time to make such Holdersales, then the Company shall be entitled pay in cash to (x) postpone each Holder a default payment at the filing Default Payment Rate of the Debenture Amount for the Debentures held by such Holder for each 30-day period (or portion thereof) from and after the expiration of the Suspension Grace Period which such 3% default payment shall not exceed, in the aggregate, 18% of the Debenture in any 365-day period; provided, however, that under the following circumstances not more than once in any 12 month period the Suspension Grace Period may be extended for up to 30 days or if earlier the date upon which the circumstances giving rise to such extension ceases to exist: (A) the Company has filed or proposes to file a Registration Statement with respect to any of its securities to be distributed in a firm commitment underwritten public offering that results in gross aggregate cash proceeds to the Company of not less than 30 million dollars and it is advised by its lead or managing underwriter that an offering by a Holder of Registrable Securities would materially adversely affect the distribution of such securities, or (B) the fulfillment of such obligations would require the Company to prepare financial statements under the Act that would not otherwise be required to be filed prepared by the Company pursuant in order to Section 2 hereof, or (y) elect comply with its obligations under the Exchange Act. In the event that the effective Registration Statement not be usedSuspension Grace Period has been extended as provided above, the Company shall deliver a certificate in either case for writing, signed by an officer of the Company, to each Holder, which shall state that the Suspension Grace Period hereunder has been extended in accordance with this Section 3(b)(iii). Alternatively, a reasonable period of time, Holder shall have the right but not the obligation to exceed ninety (90) days after have the date that (1) Company redeem its Debentures and Common Shares and Warrant Shares at the Demand was made (price and on the terms set forth in the case of an clause (iSection 2(b)(ii)(B) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Period.

Blackout Periods. If (a) For so long as Michael Solomon (or another individual who is an employee, partner or Xxxxxxxxx xx Xnvemed Catalyst Fund, L.P.) serves on the board of directors of the Company and for so long as the Purchaser is a member of Gladwyne Catalyst GenPar, L.L.C., the Purchaser agrees that offers and sales of his Registrable Securities pursuant to the Shelf Registration or any Demand Registration (or while this Section 2.6(a) is applicable to any such Holder, any other transaction) may only be made during the periods (each, a "Permitted Trading Period") in which the directors and executive officers of the Company are permitted to purchase or sell securities of the Company pursuant to the Company's existing Trading Compliance Program (including any period in which any such director or executive officer is exempt from the Trading Compliance Program pursuant to its terms), a copy of which is attached hereto as Schedule A, or any successor program adopted by the Company's Board of Directors and delivered to the holders (the "Compliance Program"). The Company shall promptly notify the Persons referred to in this Section 2.6(a) in writing (an "Affiliate Blackout Notice") of any decision to restrict trading under the Compliance Program during any Window Period (as defined therein) and when such trading may be resumed (each period during which there is such a restriction, an "Affiliate Blackout Period"). (b) Holders other than the Holders referred to in Section 2.6(a) hereof agree that the Company shall be entitled to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such sales), a Demand Registration and to require them to discontinue the disposition of their securities covered by a Shelf Registration during any General Blackout Period (as defined below) (i) within five (5) Business Days following if the exercise by a Holder board of a Demand, directors of the Company determines in good faith and notifies that effecting such Holder in writing that the a registration and distribution or continuing such disposition at such time would have an adverse effect upon (A) a proposed sale of Registrable Securities all (or the use substantially all) of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital, structure or equity ownership of the Company or (B) any of its subsidiaries other material financing, acquisition or extraordinary corporate transaction, or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving if the Company is proposed, initiated or announced by another Person beyond in possession of material information which the control board of directors of the Company (an “Uncontrolled Event”), (B) determines in good faith is not in the reasonable judgment of at least a majority of the members of the Board of Directors best interests of the Company (to disclose in a registration statement at such time, provided, however, that the “Board”), Company may delay the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereofof, or sales under (yunless they have already contractually agreed to make such sales), a Demand Registration and require the Holders of Registrable Securities referred to in this Section 2.6(b) elect that to discontinue the effective disposition of their securities covered by a Shelf Registration Statement not be used, in either case only for a reasonable period of time, but time not to exceed ninety 30 days (90) days after or such earlier time as such transaction is consummated or no longer proposed or the date that (1) the Demand was material information has been made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) abovepublic) (each, a “"General Blackout Period”"). Any such written notice ; provided, further, that the effectiveness period of any Demand Registration shall contain a general statement be extended by the number of days in any General Blackout Period to the extent that the Registration Statement already was effective at the commencement of the reasons for such postponement or restriction on use and an estimate of the anticipated delayGeneral Blackout Period. There shall not be more than three General Blackout Periods in any 12 month period. The Company shall (a) promptly notify the Holder making Holders referred to in this Section 2.6(b) in writing (a "General Blackout Notice") of any decision to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such sales), a Demand Registration or to discontinue sales of Registrable Securities covered by a Shelf Registration pursuant to this Section 2.6 and shall include an undertaking by the Company to promptly notify the Holders referred to in this Section 2.6(b) as soon as a Demand Registration may be effected or sales of Registrable Securities covered by a Demand Registration or Shelf Registration may resume. (c) In making any such determination to initiate or terminate an Affiliate Blackout Period or a General Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.6 in the strictest confidence and shall not disseminate such information. If the Company shall impose an Affiliate Blackout Period or a General Blackout Period prior to the filing of a Demand Registration Statement pursuant to this Section 2.6, the Majority Holders shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the expiration Affiliate Blackout Notice or earlier termination of such the General Blackout Period and (b) use its reasonable best efforts to effect the Notice. Such withdrawn registration request shall not be treated as a Demand Registration as promptly as practicable after effected pursuant to Section 2.2 (and shall not be counted towards the end number of Demand Registrations effected), and the Blackout PeriodCompany shall pay all Registration Expenses in connection therewith.

Blackout Periods. If (a) Except as restricted below, at any time when a registration statement effected pursuant to Section 2 hereunder relating to Registrable Securities is effective, upon written notice from the Company to the Investors that either: (i) within five the Company has determined to engage in a Company Offering and has been advised in writing (5with a copy to the Investors) Business Days following by the exercise by a Holder underwriter or proposed underwriter of a Demandthe Company Offering that, in such firm's opinion, the Company determines in good faith and notifies such Holder in writing that the registration and distribution Investors' sale of Registrable Securities (or pursuant to the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder registration statement would materially and adversely interfere with any planned or proposed business combination transaction involving affect the Company's own immediately planned Company Offering (a "Transaction Blackout") or (ii) the Company has determined in good faith, or any pending and delivers written notice to the Investors, that the Investors' sale of Registrable Securities pursuant to the registration statement would require disclosure of material information, which disclosure would have a significant adverse impact on (A) the Company's business, (B) a contemplated financing, acquisition, corporate reorganization strategic or any other corporate development material transaction involving the Company or (C) any bona fide negotiation as to such a contemplated transaction which was in process prior to, and is ongoing at, the date of its subsidiaries written notice to the Investors pursuant to this Section 4.3(a)(ii) (an "Information Blackout"), the Investors shall suspend sales of Registrable Securities pursuant to such registration statement until the earlier of: (A) (1) in the case of a Transaction Blackout, the earliest of (a) the later of (i) 120 days after the completion of such Company Offering, or (ii) following the exercise termination of any "black-out" or "lock-up" period required by the underwriters to be applicable to the Investors, if any, in connection with such Holder of a Demand but before the effectiveness of the Registration StatementCompany Offering, (Ab) a business combination, tender offer, acquisition or other corporate event involving the 30 days after abandonment of such Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company Offering and (Cc) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days four months after the date that of the Company's written notice of the Transaction Blackout or (12) the Demand was made (in the case of an clause (i) above) or (2) Information Blackout, the Company so notifies such Holder earlier of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of date upon which such material information is disclosed to the expiration public or earlier termination of such Blackout Period ceases to be material or would no longer have the impact described in Section 4.3(a)(ii) hereof and (b) use its reasonable best efforts 90 days after the Company makes such determination; and (B) such time as the Company notifies the Investors that sales pursuant to effect such registration statement may be resumed; provided, that the Demand Registration as promptly as practicable Company may not impose a Transaction Blackout during any underwritten public offering and that the Company shall only be permitted to deliver one notice of a Transaction Blackout or Information Blackout within any 180-day period. For purposes of this Agreement, the number of days from a suspension of sales of the Investors under this Section 4.3(a) until the day when such sales may be resumed hereunder is called a "Sales Blackout Period." (b) Any delivery by the Company of notice of a Transaction Blackout or Information Blackout during the 90 days immediately following effectiveness of any registration statement effected pursuant to Section 2 hereof shall give the Investors the right, by notice to the Company within 20 Business Days after the end of the applicable Sales Blackout Period, to cancel such registration and obtain one additional registration right (a "Blackout Termination Right") for purposes of Section 2.1(i). (c) If there is a Transaction Blackout or an Information Blackout and the Investors do not exercise their cancellation right, if any, pursuant to paragraph (b) of this Section 4.3, or if such cancellation right is not available, the three-month time period set forth in Section 4.1(b), if applicable, shall be extended for a number of days equal to the number of days in the Sales Blackout Period. (d) The Company only shall be permitted to delay registration of Registrable Securities pursuant to Section 2(b) or Section 2(d) hereof or impose a Sales Blackout Period pursuant to paragraph (a) of this Section 4.3 if, in the aggregate, the Company's exercise of such rights under Sections 2(b), 2(d) and 4.3 results in four months or less of delayed registrations or sales within any 365-day period.

Blackout Periods. If PEI will be entitled to postpone and/or suspend for a period of time, not to exceed 90 days (i) within five (5) Business Days following each, a "Blackout Period"), any Additional Selling Period, Performance-Based Selling Period *****, as the exercise by a Holder of a Demandcase may be, the Company if PEI reasonably determines in good faith and notifies such Holder in writing that the registration and distribution offering of Registrable Securities (any Eligible Shares by Sellers would impede, delay or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned financing, offer or proposed business combination transaction involving the Company, or any pending financingsale of securities, acquisition, corporate reorganization or any other corporate development material transaction involving the Company PEI or any of its subsidiaries Affiliates, or (ii) following the exercise by such Holder require disclosure of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) material information as to which disclosure at that time would not be in the reasonable judgment best interest of at least a majority of the members of the Board of Directors of the Company (the “Board”)PEI and its stockholders; provided, the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holderhowever, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder Blackout Period will earlier terminate upon public disclosure by PEI of such determination (in the case material information or completion or abandonment of clause (ii) above) (eachsuch a transaction. Upon notice by PEI to Sellers of such determination, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall Sellers agree to (a) keep the fact of any such notice strictly confidential, (b) promptly notify halt any offer, sale, trading or transfer by Sellers of any Eligible Shares for the Holder making a Demand duration of the expiration Blackout Period set forth in such notice (or until earlier termination terminated by PEI) and (c) promptly halt any use, publication, dissemination or distribution of any registration statement, each prospectus included therein, and any amendment or supplement thereto for the duration of the Blackout Period set forth in such notice (or until earlier terminated by PEI). In the event PEI gives such notice, the Additional Selling Period, Performance-Based Selling Period *****, as the case may be, will be extended for a period equal to the lesser of the actual length of the Blackout Period and (b) use its reasonable best efforts the number of days necessary to effect sell the Demand Registration as promptly as practicable after applicable Eligible Shares. PEI cannot impose more than two Blackout Periods during any 360-day period and the end consecutive cumulative length of any two Blackout Periods will not exceed 150 days. PEI will not impose a Blackout Period during the Blackout PeriodInitial Selling Period without Sellers' prior consent.

Blackout Periods. If (i) within five (5) Business Days following Notwithstanding anything in this Agreement to the exercise by a Holder of a Demandcontrary, the Company determines shall be entitled, for reasonable periods of time not to exceed 45 consecutive days and in no event to exceed more than an aggregate of 90 days during any 360-day period (a “BLACKOUT PERIOD”), to postpone and delay the filing or effectiveness of any Demand Registration Statement, or suspend the effectiveness of any Registration Statement, if a majority of the Non-Investor Directors shall determine in their good faith and notifies judgment that any such Holder in writing that filing or the registration and distribution offering of any Registrable Securities would (a) impede, delay or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely otherwise interfere with any planned material pending or proposed business combination transaction involving the Companycontemplated acquisition or divestiture, or any pending financing(b) require disclosure of material non-public information (other than information relating to an event described in clause (a) above) which, acquisitionif disclosed at such time, corporate reorganization or any other corporate development involving would be detrimental to the best interests of the Company and its stockholders. Upon written notice by the Company to each Holder of such determination, such Holder shall keep the fact of any such notice strictly confidential, and during any Blackout Period promptly halt any offer, sale, trading or transfer by it or any of its subsidiaries of any Common Stock for the duration of the Blackout Period set forth in such notice (or (iiuntil such Blackout Period shall be earlier terminated in writing by the Company) following the exercise by such Holder and promptly halt any use, publication, dissemination or distribution of a Demand but before the effectiveness of each prospectus included in the Registration Statement, (A) a business combination, tender offer, acquisition and any amendment or other corporate event involving supplement thereto by it for the Company is proposed, initiated or announced by another Person beyond the control duration of the Company Blackout Period set forth in such notice (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of until such Blackout Period and (bshall be earlier terminated in writing by the Company) use and, if so directed by the Company, will deliver to the Company any copies then in its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end possession of the Blackout Periodprospectus covering such Registrable Securities.

Blackout Periods. If (ia) within five (5) Business Days following At any time when a registration statement effected pursuant to Article 3 relating to Eligible Securities is effective, upon written notice from the exercise by a Holder Company to holders of a Demand, such Eligible Securities that the Company determines in the good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company, with the advice of counsel, that such holders' sale of Eligible Securities pursuant to the registration statement would require disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company (the “Board”an "Information Blackout"), such holders shall suspend sales of Eligible Securities pursuant to such registration statement until the filing earlier of: (i) the date upon which such material information is disclosed to the. public or seeking the effectiveness of the Registration Statement would materially and adversely interfere with ceases to be material, and (ii) such Uncontrolled Event or would otherwise materially and adversely affect time as the Company and (C) the Company promptly so notifies such Holder, then holders that sales pursuant to such registration statement may be resumed (the Company shall number of days from such suspension of sales by such holders until the day when such sales may be entitled to resumed hereunder is hereinafter called a "Sales Blackout Period"). (xb) postpone the filing of the Registration Statement otherwise required to be filed Any delivery by the Company of notice of an Information Blackout during the 90 days immediately following effectiveness of any registration statement effected pursuant to Section 2 hereofArticle 3 hereof shall give the holders of Eligible Securities included therein the right, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not by written notice to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable within 20 Business Days after the end of such blackout period, to cancel such registration and obtain one additional registration right under Article 3 during the twelve month period immediately following such blackout period (a "Blackout Termination Right"). (c) If there is an Information Blackout and holders of Eligible Securities do not exercise their cancellation right, if any, pursuant to (b) above, or, if such cancellation right is not available, the time period set forth in Article 3 shall be extended for a number of days equal to the number of days in the Sales Blackout Period.

Blackout Periods. If (i) within five (5) Business Days following the exercise by With respect to a Holder of a DemandShelf Registration filed or to be filed pursuant to Section 3 hereof, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least if a majority of the members of the Board of Directors of the Company shall determine, in its good faith reasonable judgment, that to maintain the continued effectiveness of such Shelf Registration or to permit such Shelf Registration to become effective (or if a Subsequent Shelf Registration is otherwise required to be filed, to file such Shelf Registration) would be materially adverse to the “Board”Company's financial condition, business or operations or may require a disclosure that is not in the Company's best interests and that would be materially adverse to the Company (a "Disadvantageous Condition") in light of the existence, or in anticipation, of (i) any acquisition or financing activity involving the Company, or any subsidiary of the Company, including a proposed public offering of debt or equity securities, (ii) an undisclosed material event, the public disclosure of which would have a material adverse effect on the Company, (iii) a proposed material transaction involving the Company or a substantial amount of its assets, or (iv) any other circumstance or condition the disclosure of which would materially disadvantage the Company), and the filing existence of which would render a Subsequent Shelf Registration to be filed, or seeking the effectiveness of the renders any Shelf Registration Statement would materially and adversely interfere with such Uncontrolled Event then filed or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holdereffective, inadequate as failing to include material information, then the Company shall may, until Such Disadvantageous Condition no longer exists (but not with respect to more than one occasion or more than 90 days in the aggregate during any continuous 12-month period) cause such Shelf Registration to be entitled withdrawn and/or cause the right of Holders to (x) postpone make dispositions of Registrable Securities pursuant to such Shelf Registration to be suspended, or, in the filing case of a Subsequent Shelf Registration that has not yet been filed, elect not to file Such Subsequent Shelf Registration; PROVIDED, HOWEVER, that the Company may not take any such action until the elapse of 120 days following the commencement of the Effectiveness Period; and PROVIDED, FURTHER, that the Company may not take any such action unless it simultaneously takes similar action with respect to any other Registration Statement otherwise Statements of the Company that are then effective or that are contemplated or required to be filed. If the Company determines to take any action pursuant to the preceding sentence, the Company shall deliver a notice to each Holder of Registrable Securities covered or to be covered under such Shelf Registration, which indicates that the Shelf Registration is no longer effective or usable or will not be filed. Upon the receipt of any such notice, such Holders shall forthwith discontinue any sale of Registrable Securities pursuant to such Shelf Registration and any use of the prospectus contained in such Shelf Registration. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify any Holders who shall have ceased selling Registrable Securities pursuant to an effective Shelf Registration as a result of such Disadvantageous Condition, indicating such cessation and disclosing in reasonable detail the nature and outcome of such Disadvantageous Condition. The Company shall, if any Shelf Registration required to be filed by or maintained under this Agreement has been withdrawn or not filed, file promptly, at such time as it in good faith reasonably deems the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of earliest practicable time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice and shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect cause the Demand SEC to declare effective, a new Shelf Registration as promptly as practicable after covering the end of the Blackout PeriodRegistrable Securities that were covered by such withdrawn Shelf Registration or to be covered by such unfiled Shelf Registration.

Blackout Periods. If (i) within five (5) Business Days following the exercise by With respect to a Holder of a DemandShelf Registration filed or to be filed pursuant to Section 2 hereof, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least if a majority of the members of the Board of Directors of the Company shall determine, in its good faith reasonable judgment, that to maintain the continued effectiveness of such Shelf Registration or to permit such Shelf Registration to become effective (or if a Subsequent Shelf Registration is otherwise required to be filed, to file such Shelf Registration) would be significantly disadvantageous to the “Board”)Company's financial condition, business, operations or prospects (a "Disadvantageous Condition") in light of the existence, or in anticipation, of (i) any acquisition or financing activity involving the Company, or any subsidiary of the Company, including a proposed public offering of debt or equity securities, (ii) an undisclosed material event, the filing public disclosure of which would have a material adverse effect on the Company, (iii) a proposed material transaction involving the Company or seeking a substantial amount of its assets, or (iv) any other circumstance or condition the effectiveness disclosure of the Registration Statement which would materially disadvantage the Company, and adversely interfere with such Uncontrolled Event the existence of which renders a Subsequent Shelf Registration to be filed, or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holderany Shelf Registration then filed or effective, inadequate as failing to include material information, then the Company shall may, until such Disadvantageous Condition no longer exists (but not with respect to more than four occasions nor for more than 180 days in the aggregate nor involving more than 60 days in the aggregate during any continuous 12-month period) cause such Shelf Registration to be entitled withdrawn and/or cause the right of Holders to (x) postpone make dispositions of Registrable Securities pursuant to such Shelf Registration to be suspended, or, in the filing case of a Subsequent Shelf Registration that has not yet been filed, elect not to file such Subsequent Shelf Registration; provided, however, that the Company may not take any such action until the elapse of 120 days following the commencement of the Effectiveness Period; and provided, further, that the Company may not take any such action unless it simultaneously takes similar action with respect to any other Registration Statement otherwise Statements of the Company that are then effective or that are contemplated or required to be filed. If the Company determines to take any action pursuant to the preceding sentence, the Company shall deliver a notice to each Holder of Registrable Securities covered or to be covered under such Shelf Registration, which indicates that the Shelf Registration is no longer effective or usable or will not be filed. Upon the receipt of any such notice, such Persons shall forthwith discontinue any sale of Registrable Securities pursuant to such Shelf Registration and any use of the prospectus contained in such Shelf Registration. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify any Holders who shall have ceased selling Registrable Securities pursuant to an effective Shelf Registration as a result of such Disadvantageous Condition, indicating such cessation and disclosing in reasonable detail the nature and outcome of such Disadvantageous Condition. The Company shall, if any Shelf Registration required to be filed by or maintained under this Agreement has been withdrawn or not filed, file promptly, at such time as it in good xxxxx xxxxx the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of earliest practicable time, but not a new Shelf Registration covering the Registrable Securities that were covered by such withdrawn Shelf Registration or to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies be covered by such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Periodunfiled Shelf Registration.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Draw Down Notice or otherwise offer or sell Shares to the Investors, and the Investors shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 3.8, at any time from and including the exercise date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Holder of a Demand but before Earnings Announcement. If the effectiveness Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Investors at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to each of the Registration Statement, Investors (Awith a copy to counsel to the Investors) a business combination, tender offer, acquisition report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other corporate event involving the Company is proposedprojections, initiated or announced by another Person beyond the control of the Company similar forward-looking data and officers’ quotations) (each, an “Uncontrolled EventEarnings 8-K”), (B2) provide each of the Investors with the compliance certificate substantially in the reasonable judgment form attached hereto as Exhibit D, dated the date of at least a majority such Draw Down Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto prior to the date hereof, dated the date of such Draw Down Notice and (3) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the members of the Board of Directors of the Company (the “Board”Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the filing or seeking Commission under Rule 424(b) under the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be usedSecurities Act, in either each case for a reasonable period of time, but not on or prior to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case Draw Down Notice. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 3.8 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delayrelevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. The Company shall (a) promptly notify For purposes of clarity, the Holder making a Demand parties agree that the delivery of the expiration or earlier termination compliance certificate and the “bring down” opinions pursuant to this Section 3.8 shall not relieve the Company from any of such Blackout Period and (b) use its reasonable best efforts obligations under this Agreement with respect to effect the Demand Registration as promptly as practicable after the end delivery of the Blackout Periodcompliance certificate called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xv) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (i) within five (5) Business Days following the exercise by With respect to a Holder of a DemandShelf Registration filed or to be filed pursuant to Section 2 hereof, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least if a majority of the members of the Board of Directors of the Company shall determine, in its good faith reasonable judgment, that to maintain the continued effectiveness of such Shelf Registration or to permit such Shelf Registration to become effective (or if a Subsequent Shelf Registration is otherwise required to be filed, to file such Shelf Registration) would be significantly disadvantageous to the “Board”)Company's financial condition, business, operations or prospects (a "Disadvantageous Condition") in light of the existence, or in anticipation, of (i) any acquisition or financing activity involving the Company, or any subsidiary of the Company, including a proposed public offering of debt or equity securities, (ii) an undisclosed material event, the filing public disclosure of which would have a material adverse effect on the Company, (iii) a proposed material transaction involving the Company or seeking a substantial amount of its assets, or (iv) any other circumstance or condition the effectiveness disclosure of the Registration Statement which would materially disadvantage the Company, and adversely interfere with such Uncontrolled Event the existence of which renders a Subsequent Shelf Registration to be filed, or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holderany Shelf Registration then filed or effective, inadequate as failing to include material information, then the Company shall may, until such Disadvantageous Condition no longer exists (but not with respect to more than four occasions nor for more than 180 days in the aggregate nor involving more than 60 days in the aggregate during any continuous 12-month period) cause such Shelf Registration to be entitled withdrawn and/or cause the right of Holders to (x) postpone make dispositions of Registrable Securities pursuant to such Shelf Registration to be suspended, or, in the filing case of a Subsequent Shelf Registration that has not yet been filed, elect not to file such Subsequent Shelf Registration; provided, however, that the Company may not take any such action until the elapse of 120 days following the commencement of the Effectiveness Period; and provided, further, that the Company may not take any such action unless it simultaneously takes similar action with respect to any other Registration Statement otherwise Statements of the Company that are then effective or that are contemplated or required to be filed. If the Company determines to take any action pursuant to the preceding sentence, the Company shall deliver a notice to each Holder of Registrable Securities covered or to be covered under such Shelf Registration, which indicates that the Shelf Registration is no longer effective or usable or will not be filed. Upon the receipt of any such notice, such Persons shall forthwith discontinue any sale of Registrable Securities pursuant to such Shelf Registration and any use of the prospectus contained in such Shelf Registration. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify any Holders who shall have ceased selling Registrable Securities pursuant to an effective Shelf Registration as a result of such Disadvantageous Condition, indicating such cessation and disclosing in reasonable detail the nature and outcome of such Disadvantageous Condition. The Company shall, if any Shelf Registration required to be filed by or maintained under this Agreement has been withdrawn or not filed, file promptly, at such time as it in good faith deems the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of earliest practicable time, but not a new Shelf Regisxxxxxxx xxvering the Registrable Securities that were covered by such withdrawn Shelf Registration or to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies be covered by such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Periodunfiled Shelf Registration.

Blackout Periods. If (ia) within five (5) Business Days following If, in the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of Acquiror, it is determined that it would be seriously detrimental to the Company (the “Board”), the filing or seeking the effectiveness of Acquiror and its stockholders for the Registration Statement would materially to be filed and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled it is therefore essential to (x) postpone defer the filing of the Registration Statement otherwise required Statement, including for the reasons set forth in Section 5(b), then Acquiror shall have the right to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case defer such filing for a reasonable period of time, but not to exceed ninety more than sixty (9060) days after the Closing Date; provided further that Acquiror shall not register any securities for the account of itself or any other stockholder during such period (other than a registration relating solely to the sale of securities of participants in an Acquiror stock plan, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (b) From and after the effective date of the Registration Statement (the “Registration Effective Date”), Acquiror shall have the right to suspend the Registration Statement and the Prospectus in order to prevent premature disclosure of any material non-public information related to corporate developments by delivering notice of such suspension to the Holder, provided, however, that Acquiror may exercise the right to such suspension only once in any 12-month period and for a period not to exceed 60 days. From and after the date of a notice of suspension under this Section 5(b), the Holder agrees not to use the Registration Statement or the Prospectus for resale of any Registrable Shares until the earlier of (1) the Demand was made (in the case of an clause (i) above) notice from Acquiror that such suspension has been lifted or (2) the Company so notifies such Holder of such determination (in 60th day following the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement giving of the reasons for such postponement or restriction on use and an estimate notice of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Periodsuspension.

Blackout Periods. If a. At any time when a registration statement effected pursuant to Section 6.01 relating to Registrable Securities is effective, upon written notice from the Company to the Selling Holders that either: (i) within five the Company has determined to engage in a publicly registered offering of its Common Stock and has been advised in writing (5with a copy to the Selling Holders) Business Days following the exercise by a Holder nationally recognized independent investment banking firm selected by the Company that, in such firm's opinion, the Selling Holders' sale of Registrable Securities pursuant to the registration statement would adversely affect such immediately planned Company offering (a Demand"Transaction Blackout"), provided, however, there may not be more than one Transaction -------- Blackout in any 365 day period; or (ii) the Company determines in the good faith and notifies such Holder in writing judgment of legal counsel to the Company that the registration and distribution cessation of the Selling Holders' sale of Registrable Securities pursuant to the registration statement is mandated by law (or an "Information Blackout"), then Selling Holders shall suspend sales of Registrable Securities pursuant to such registration statement until the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, earlier of: (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment case of at least a majority of the members of the Board of Directors of the Company (the “Board”)Transaction Blackout, the filing or seeking the effectiveness earliest of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (Ci) the Company promptly so notifies such Holder, then the Company shall be entitled to thirty (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (9030) days after the date that beginning of such Transaction Blackout, (1ii) the Demand was made termination of any "blackout" period required by the underwriters to be applicable to the Selling Holders, if any, in connection with such Company offering, (iii) promptly after abandonment of such Company offering, or, in the case of an clause Information Blackout, the earlier of (iiv) above) the date upon which the cessation of such sales would, in the opinion of the Company's legal counsel, no longer be mandated by law, or (2v) thirty (30) days after the Company so notifies such Holder beginning of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Period.Information Blackout; or

Blackout Periods. If (i) within five (5) Business Days following the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder the Foundation would (i) materially and adversely interfere with any planned or proposed previously announced business combination transaction involving the CompanyCompany pursuant to which the Company would issue, in connection with such transaction, shares of Common Stock to some or all of the equity owners of the counter-party to such business combination transaction, or (ii) result in the premature disclosure of any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by subsidiaries, and, in either such Holder of a Demand but before the effectiveness of the Registration Statementevent, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond shall promptly give the control Foundation written notice of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holderdetermination, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be prepared and filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety one hundred twenty (90120) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “"Blackout Period”"). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand Foundation of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect Period. y. In Section 9, the Demand Registration as promptly as practicable phrase "or Share-Rights" shall be inserted after the end of phrase "Piggy-Back Rights" and the Blackout Period.word "or" before the phrase "Piggy-Back Rights" shall be deleted and replaced with a comma. As amended, Section 9 shall provide:

Blackout Periods. If (ia) within five (5) Business Days following At any time when a registration statement effected pursuant to Article III hereof relating to Eligible Securities is effective, upon written notice from the exercise by a Holder of a Demand, Company to the Selling Investors that the Company determines in the good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use judgment of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving Board of Trustees of the Company, or any pending financingwith the advice of counsel, acquisition, corporate reorganization or any other corporate development involving that the Company or any Selling Investors' sale of its subsidiaries or (ii) following Eligible Securities pursuant to the exercise by such Holder registration statement would require disclosure of non-public material information the disclosure of which would have a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of material adverse effect on the Company (an “Uncontrolled Event”"Information Blackout"), the Selling Investors shall suspend sales of Eligible Securities pursuant to such registration statement until the earliest of: (i) the date upon which such material information is disclosed to the public or ceases to be material; (ii) 60 days after the Company makes a good faith determination that such material information ceases to be material; and (iii) such time as the Company notifies the Selling Investors that sales pursuant to such registration statement may be resumed. (The number of days from such suspension of sales by the Selling Investors until the day when such sales may be resumed under clause (i), (Bii) in the reasonable judgment or (iii) of at least this Section 5.3(a) is hereinafter called a majority of the members of the Board of Directors of the Company "Sales Blackout Period".) (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (Cb) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed Any delivery by the Company of notice of an Information Blackout during the 90 days immediately following effectiveness of any registration statement effected pursuant to Section 2 hereofArticle III hereof shall give the Investors the right, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not by written notice to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable within 20 Business Days after the end of such Sales Blackout Period, to cancel such registration and obtain one additional registration right during such calendar year (a "Blackout Termination Right") under Article III hereof. (c) If there is an Information Blackout and if the Investors do not exercise their cancellation right, if any, pursuant to Section 5.3(b) hereof, or, if such cancellation right is not available, the time period set forth in Section 5.1(ii) hereof shall be extended for a number of days equal to the number of days in the Sales Blackout Period.

Blackout Periods. If (i) within five (5) Business Days following the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”"UNCONTROLLED EVENT"), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”"BOARD"), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”"BLACKOUT PERIOD"). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable after the end of the Blackout Period.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following during each period beginning the exercise by last day of any fiscal quarter until the Filing Time (each such Holder of a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (eachperiod, a “Blackout Period”), except with respect to this clause (ii) as expressly provided in the immediately following sentence, or (iii) except as expressly provided in this Section 2.14, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Any If the Company wishes to deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor during any Blackout Period, the Company shall, as conditions thereto, (A) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such written notice Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall contain be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and (B) afford the Investor the opportunity to conduct a general statement due diligence review in accordance with Section 5.4 hereof. If the Company wishes to deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer, sell or deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Investor and its counsel, (2) provide the Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such Fixed Request Notice or Optional Amount grant, as applicable, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, (3) afford the Investor the opportunity to conduct a due diligence review in accordance with Section 5.4 hereof and (4) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the reasons Exchange Act) on or prior to the date of such Fixed Request Notice or Optional Amount grant, as applicable. The provisions of clause (iii) of this Section 2.14 shall not be applicable for such postponement or restriction on use the period from and an estimate after the time at which all of the anticipated delay. The Company conditions set forth in the immediately preceding sentence shall have been satisfied (aor, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) promptly notify through and including the Holder making a Demand time that is 24 hours after the Filing Time of the expiration relevant Quarterly Report on Form 10-Q or earlier termination Annual Report on Form 10-K, as the case may be. For purposes of such Blackout Period and (b) use its reasonable best efforts to effect clarity, the Demand Registration as promptly as practicable after parties agree that the end delivery of the Blackout Periodcompliance certificate pursuant to this Section 2.14 shall not relieve the Company from any of its obligations under this Agreement with respect to the delivery of the compliance certificate called for by Section 6.3(v) and the “bring down” opinions and comfort letters called for by Section 6.3(xii) on the applicable Settlement Date, which Sections shall have independent application.”

Blackout Periods. If (ia) within five (5) Business Days following At any time when a registration statement effected pursuant to Article 3 hereof relating to Eligible Securities is effective, upon written notice from the exercise by a Holder of a Demand, Company to the Selling Investors that the Company determines in the good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use judgment of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving Board of Trustees of the Company, or any pending financingwith the advice of counsel, acquisition, corporate reorganization or any other corporate development involving that the Company or any Selling Investors' sale of its subsidiaries or (ii) following Eligible Securities pursuant to the exercise by such Holder registration statement would require disclosure of non-public material information the disclosure of which would have a Demand but before the effectiveness of the Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of material adverse effect on the Company (an “Uncontrolled Event”"Information Blackout"), the Selling Investors shall suspend sales of Eligible Securities pursuant to such registration statement until the earliest of: (b) the date upon which such material information is disclosed to the public or ceases to be material; (c) 60 days after the Company makes a good faith determination that such material information ceases to be material; and (d) such time as the Company notifies the Selling Investors that sales pursuant to such registration statement may be resumed. (The number of days from such suspension of sales by the Selling Investors until the day when such sales may be resumed under clause (i), (Bii) in the reasonable judgment of at least or (iii) hereof is hereinafter called a majority of the members of the Board of Directors of the Company "Sales Blackout Period".) (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (Cb) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed Any delivery by the Company of notice of an Information Blackout during the 90 days immediately following effectiveness of any registration statement effected pursuant to Section 2 hereofArticle 3 hereof shall give the Investors the right, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not by written notice to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, a “Blackout Period”). Any such written notice shall contain a general statement of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand Registration as promptly as practicable within 20 Business Days after the end of the such Sales Blackout Period, to cancel such registration and obtain one additional registration right during such calendar year (a "Blackout Termination Right") under Article 3 hereof.

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Draw Down Notice or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 3.8, at any time from and including the exercise date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Holder of a Demand but before Earnings Announcement. If the effectiveness of Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Registration StatementInvestor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (A1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a business combination, tender offer, acquisition report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other corporate event involving the Company is proposedprojections, initiated or announced by another Person beyond the control of the Company similar forward-looking data and officers’ quotations) (each, an “Uncontrolled EventEarnings 8-K”), (B2) provide the Investor with the compliance certificate substantially in the reasonable judgment form attached hereto as Exhibit D, dated the date of at least a majority such Draw Down Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto prior to the date hereof, dated the date of such Draw Down Notice and (3) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the members of the Board of Directors of the Company (the “Board”Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the filing or seeking Commission under Rule 424(b) under the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be usedSecurities Act, in either each case for a reasonable period of time, but not on or prior to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case Draw Down Notice. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 3.8 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delayrelevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. The Company shall (a) promptly notify For purposes of clarity, the Holder making a Demand parties agree that the delivery of the expiration or earlier termination compliance certificate and the “bring down” opinions pursuant to this Section 3.8 shall not relieve the Company from any of such Blackout Period and (b) use its reasonable best efforts obligations under this Agreement with respect to effect the Demand Registration as promptly as practicable after the end delivery of the Blackout Periodcompliance certificate called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xv) on the applicable Settlement Date, which Sections shall have independent application.”

Blackout Periods. If Notwithstanding any other provision of this Agreement, the Company shall not deliver any Draw Down Notice or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) within five (5) Business Days following the exercise by a Holder of a Demand, during any period in which the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Companyis, or any pending financingmay be deemed to be, acquisitionin possession of material non-public information, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following except as expressly provided in this Section 3.8, at any time from and including the exercise date (each, an "ANNOUNCEMENT DATE") on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an "EARNINGS ANNOUNCEMENT") through and including the time that is 24 hours after the time that the Company files (a "FILING TIME") a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Holder of a Demand but before Earnings Announcement. If the effectiveness of Company wishes to deliver any Draw Down Notice or otherwise offer, sell or deliver Shares to the Registration StatementInvestor at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (A1) prepare and deliver to the Investor (with a copy to counsel to the Investor) a business combination, tender offer, acquisition report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other corporate event involving the Company is proposedprojections, initiated or announced by another Person beyond the control of the Company similar forward-looking data and officers' quotations) (each, an “Uncontrolled Event”"EARNINGS 8-K"), (B2) provide the Investor with the compliance certificate substantially in the reasonable judgment form attached hereto as Exhibit D, dated the date of at least a majority such Draw Down Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the "bring down" opinions in the form mutually agreed to by the parties hereto prior to the date hereof, dated the date of such Draw Down Notice and (3) file such Earnings 8-K with the Commission (so that it is deemed "filed" for purposes of Section 18 of the members of the Board of Directors of the Company (the “Board”Exchange Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the filing or seeking Commission under Rule 424(b) under the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing of the Registration Statement otherwise required to be filed by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be usedSecurities Act, in either each case for a reasonable period of time, but not on or prior to exceed ninety (90) days after the date that (1) the Demand was made (in the case of an clause (i) above) or (2) the Company so notifies such Holder of such determination (in the case Draw Down Notice. The provisions of clause (ii) above) (each, a “Blackout Period”). Any such written notice of this Section 3.8 shall contain a general statement not be applicable for the period from and after the time at which all of the reasons for such postponement or restriction on use conditions set forth in the immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and an estimate including the time that is 24 hours after the Filing Time of the anticipated delayrelevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. The Company shall (a) promptly notify For purposes of clarity, the Holder making a Demand parties agree that the delivery of the expiration or earlier termination compliance certificate and the "bring down" opinions pursuant to this Section 3.8 shall not relieve the Company from any of such Blackout Period and (b) use its reasonable best efforts obligations under this Agreement with respect to effect the Demand Registration as promptly as practicable after the end delivery of the Blackout Periodcompliance certificate called for by Section 7.2(ii) and the "bring down" opinions called for by Section 7.2(xv) on the applicable Settlement Date, which Sections shall have independent application.

Blackout Periods. If (ia) within five (5) Business Days following Notwithstanding anything to the exercise by a Holder of a Demand, the Company determines in good faith and notifies such Holder in writing that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand received from such Holder would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any pending financing, acquisition, corporate reorganization or any other corporate development involving the Company or any of its subsidiaries or (ii) following the exercise by such Holder of a Demand but before the effectiveness of the Registration Statement, contrary herein— (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”), (B) in the reasonable judgment of at least a majority of the members of the Board of Directors of the Company (the “Board”), the filing or seeking the effectiveness of the Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company and (C) the Company promptly so notifies such Holder, then the Company shall be entitled to (x) postpone the filing or effectiveness of, or, at any time after a Registration Statement has been declared effective by the Commission suspend the use of, a Registration Statement (including the Prospectus included therein) if in the good faith judgment of the Registration Statement Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would reasonably be filed expected, in the good faith judgment of the Board, to materially affect the Company in an adverse manner; and (B) at any time after a Registration Statement has been declared effective by the Commission and there is no duty to disclose under applicable law, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time would, in the good faith judgment of the Board, would reasonably be expected to adversely affect the Company (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a "Blackout Period"). (b) The Company shall promptly (i) notify the Holders in writing of the existence of the event or material non-public information giving rise to a Blackout Period (provided that the Company shall not disclose the content of such material non-public information to any Holder, without the express consent of such Holder) or the need to file a post-effective amendment, as applicable, and the date on which such Blackout Period will begin, (ii) use commercially reasonable efforts to terminate a Blackout Period as promptly as practicable and (iii) notify the Holders in writing of the date on which the Blackout Period ends. (c) A Blackout Period may not be called by the Company pursuant to Section 2 hereof, or (y) elect that the effective Registration Statement not be used, in either case for a reasonable period of time, but not to exceed ninety (90) days after the date that more than one (1) time in any period of twelve (12) consecutive months, and the Demand was made duration of any one Blackout Period shall not exceed thirty (30) days. For purposes of determining the length of a Blackout Period, the Blackout Period shall be deemed to begin on and include the date the Holders receive the notice referred to in the case of an clause (i) aboveof Section 5(b) or and shall end on and include the later of the date the Holders receive the notice referred to in clause (2iii) of Section 5(b) and the date referred to in such notice. In the event the Company so notifies such Holder of such determination (in the case of clause (ii) above) (each, declares a “Blackout Period”). Any such written notice , the Registration Expiration Date shall contain a general statement be deemed to be extended by the number of the reasons for such postponement or restriction on use and days an estimate of the anticipated delay. The Company shall (a) promptly notify the Holder making a Demand of the expiration or earlier termination of such Blackout Period and (b) use its reasonable best efforts to effect the Demand effective Registration as promptly as practicable after the end of the Blackout PeriodStatement is unavailable.