Common use of Deferral of Filing Clause in Contracts

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may may, upon prior written notice to the Holders, defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a registration statement required by Section 2.1 until a date reasonable period of time not later than sixty (60) to exceed 60 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderstockholders (an “Adverse Disclosure”), or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account Company Primary Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, but not limited towithout limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.1.6 2.2.3 shall be lifted, and the requested registration statement Registration Statement shall be filed forthwithpromptly, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account Company Primary Offering is completed or abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this Section 2.1.62.2.3, the Company shall promptly (but in any event within ten five (105) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral 2.2.3 and an approximation of the anticipated delay. Within twenty (20) days On the 20th day after receiving the Private Equity Holders have received such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only oncebe withdrawn.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 3.1 until a date not later than sixty (60) 120 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) days in below) if at the aggregate in any twelve-month period if time the Company receives the Demand Request, (i) the Board of Directors of the Company or a committee any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company had is engaged in or the Board has determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringoffering (in either case, a "Deferral Event"). A deferral of the filing of a registration statement pursuant to this Section 2.1.6 subsection (d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6subsection (d), the Company shall promptly (but in any event within ten (10) daysfive Business Days), upon determining to seek such deferral, deliver to each Requesting Holder WIC a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders WIC on behalf of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company BBUC may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (ia) at the time BBUC receives the Demand Request, BBUC is engaged in confidential negotiations or other confidential activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company BBUC determines in good faith that such registration disclosure would be materially detrimental to the Company BBUC and its stockholders; providedshareholders, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (iib) prior to receiving the Demand Request, the Company BBUC had determined to effect a registered underwritten public offering of the CompanyBBUC’s securities for the CompanyBBUC’s account and the Company had BBUC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BBUC receives the Demand Request, BBUC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the CompanyBBUC’s account is abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6, the Company BBUC shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each the Requesting Holder Holders a certificate signed by an executive officer of BBUC or the Company Board of Directors of BBUC stating that the Company BBUC is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the CompanyBBUC; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company BBUC may defer the filing of a particular registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 3.1 until a date not later than sixty (60) 180 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 180 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.63.1.6, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 3.1.6 only once.

Deferral of Filing. The During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 until a date not later than sixty (60) days 2.2 to after the Required Filing Date if at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of have a material adverse effect on the Company or its security holders (any such committeeperiod during which such filing is deferred pursuant to this Section 2.2.6, as applicable, shall, a “Blackout Period”). The Company may only exercise its right to defer a registration statement pursuant to this Section 2.2.6 twice in making any calendar year and for no more than 90 calendar days in the aggregate during such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringcalendar year. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.2.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.2.6, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.2.6 (subject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 3.1 until a date not later than sixty (60) 180 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 180 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, but no later than 90 days thereafter, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.63.1.6, the Company shall promptly (but in any event within ten (10) days10 Business Days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 3.1.6 and a general statement of the reason for such deferral (but only to the extent such general statement is in compliance with applicable securities laws) and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Stockholders Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 3.1.6 only once.

Deferral of Filing. The Company Parent may defer the filing (but not the preparation) of a registration statement or prospectus supplement required by Section 2.1 2.01 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month twelve (12)-month period if (ia) the Board of Directors of the Company Parent or a committee of the Board of Directors of the Company Parent determines in good faith that such registration would be materially detrimental to the Company Parent and its stockholders; provided, however, that the Board of Directors of the Company Parent or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company Parent of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder; provided, further, however, that Parent may not defer a filing pursuant to this clause (a) more than twice in any twelve (12)-month period with respect to a single offering of Registrable Securities, or (iib) prior to receiving the Demand Request, the Company Parent had determined to effect a registered underwritten public offering of the CompanyParent’s securities for the CompanyParent’s account and the Company Parent had taken substantial steps (including, but not limited to, selecting a managing underwriter underwriters for such offering) and is proceeding with reasonable diligence to effect such offeringoffering provided, however, that Parent may not defer a filing pursuant to this clause (b) more than once in any twelve (12)-month period with respect to a single offering of Registrable Securities. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations Board of Directors or other activities are disclosed or terminatedsuch committee of the Board of Directors determines that such registration would no longer be materially detrimental to Parent and its stockholders, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the CompanyParent’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company Parent shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company Parent stating that the Company Parent is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the CompanyParent; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the time the Company receives the Demand Request, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdershareholders, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by this Section 2.1 2.2 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) for a period not to exceed one hundred eighty (180) days, if, at the Board of Directors of time the Company or receives the Demand Request, there exists a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting HolderMaterial Disclosure Event, or (ii) prior for a period not to receiving exceed one hundred eighty (180) days, if at the time the Company receives the Demand Request, the Company had determined to effect Board determines in its reasonable judgment that such Underwritten Registration would (A) materially interfere with a registered underwritten public offering of the Company’s securities for the Company’s account and significant acquisition, corporate organization or other similar transaction involving the Company had taken substantial steps or (including, but not limited to, selecting a managing underwriter for such offeringB) and is proceeding render the Company unable to comply with reasonable diligence to effect such offeringrequirements under the Securities Act or Exchange Act. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.1.6 2.2(g) shall be lifted, and the requested registration statement Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the proposed registration for the Company’s account acquisition, corporate organization or similar transaction is abandoned, or, in the cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Underwritten Registration would no longer render the Company unable to comply with the requirements under the Securities Act or the Exchange Act. In order to defer the filing of a registration statement Registration Statement pursuant to this Section 2.1.62.2(g), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and 2.2(g), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Underwritten Registration in accordance with Section 2.7 hereof. The Company may defer the filing of a particular registration statement Registration Statement pursuant to this Section 2.1.6 2.2(g) only onceonce in any consecutive twelve (12)-month period; provided that any deferral pursuant to this Section 2.2(g) shall be deemed to be a “Suspension Period” for purposes of Section 2.6 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.6. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.2(g) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. The Company BBP may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (ia) at the time BBP receives the Demand Request, BBP is engaged in confidential negotiations or other confidential activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the Company or a committee general partner of the Board of Directors of the Company BBP determines in good faith that such registration disclosure would be materially detrimental to the Company BBP and its stockholders; providedunitholders, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (iib) prior to receiving the Demand Request, the Company BBP had determined to effect a registered underwritten public offering of the CompanyBBP’s securities for the CompanyBBP’s account and the Company BBP had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BBP receives the Demand Request, BBP is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the CompanyBBP’s account is abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6, the Company BBP shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each the Requesting Holder Holders a certificate signed by an executive officer or the Board of Directors of the Company general partner of BBP stating that the Company BBP is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the CompanyBBP; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company BBP may defer the filing of a particular registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) for a period not to exceed one hundred eighty (180) days, if, at the Board of Directors of time the Company or receives the Demand Request, there exists a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting HolderMaterial Disclosure Event, or (ii) prior for a period not to receiving exceed one hundred eighty (180) days, if, at the time the Company receives the Demand Request, the Company had determined to effect Board determines in good faith in its reasonable judgment that such Demand Registration would (A) materially and adversely interfere with a registered underwritten public offering of the Company’s securities for the Company’s account and significant acquisition, corporate organization or other similar transaction involving the Company had taken substantial steps or (including, but not limited to, selecting a managing underwriter for such offeringB) and is proceeding render the Company unable to comply with reasonable diligence to effect such offeringrequirements under the Securities Act or Exchange Act. A deferral of the filing of a registration statement pursuant to the first sentence of this Section 2.1.6 2.1(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the proposed registration for the Company’s account acquisition, corporate organization or similar transaction is abandoned, or, in the cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Demand Registration would no longer render the Company unable to comply with the Requirements under the Securities Act or the Exchange Act; provided, however, that in no event shall a deferral of the filing of a registration statement pursuant to the first sentence of this Section 2.1(f) exceed one hundred eighty (180) days. In order to defer the filing of a registration statement pursuant to the first sentence of this Section 2.1.62.1(f), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.1(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Demand Registration in accordance with Section 2.7 hereof. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1(f) only onceonce in any consecutive twelve (12)-month period; provided that any deferral pursuant to the first sentence of this Section 2.1(f) shall be deemed to be a “Suspension Period” for purposes of Section 2.6 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.6. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.1(f) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 2 until a date not later than sixty (60) 60 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee its subsidiaries are engaged in confidential negotiations or other confidential business activities that would be material to the Company, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting HolderCompany, or (ii) subject to Section 2(e), the Company had received, prior to receiving the Demand Request, a Demand Request from a different group of Requesting Holders (a "preferred request") and is proceeding with reasonable diligence to comply with the preferred request, or (iii) prior to receiving the Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s 's equity securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the preferred request is withdrawn, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 4(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within twenty (20) 20 days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement Demand Registration pursuant to this Section 2.1.6 4(c) only onceone time during any 12 month period.

Deferral of Filing. The Company OSI may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period 2 if (i) at the time OSI receives the Demand Request, OSI is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company OSI determines in good faith that such registration disclosure would not be materially detrimental to in the Company best interests of OSI and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s OSI's equity securities for the Company’s OSI's account and the Company OSI had taken substantial steps (including, but not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s OSI's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company OSI shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company OSI is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay4(c). Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request request by giving notice to the CompanyOSI; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company OSI may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once4(c) for a period of 45 days in any three month period and of all registration statements for a total of 90 days during any twelve month period.

Deferral of Filing. The Company may may, in its sole and absolute discretion, defer the filing (but not and the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period Article II if (ia) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, stockholders or (iib) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's equity securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4.3 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64.3, the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder TCB a certificate signed by an executive officer the President and CEO of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 4.3 and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within twenty (20) days after receiving such certificate, the holders of a majority of TCB, with respect to the Registrable Securities held by the Requesting Holders and TCB for which registration was previously requested requested, may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the such Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once4.3 without limitation as to the number or length of any such deferrals.

Deferral of Filing. The Company BIPC may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (ia) at the time BIPC receives the Demand Request, BIPC is engaged in confidential negotiations or other confidential activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company BIPC determines in good faith that such registration disclosure would be materially detrimental to the Company BIPC and its stockholders; providedshareholders, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (iib) prior to receiving the Demand Request, the Company BIPC had determined to effect a registered underwritten public offering of the Company’s BIPC's securities for the Company’s BIPC's account and the Company had BIPC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BIPC receives the Demand Request, BIPC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company’s BIPC's account is abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6, the Company BIPC shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each the Requesting Holder Holders a certificate signed by an executive officer of BIPC or the Company Board of Directors of BIPC stating that the Company BIPC is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the CompanyBIPC; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company BIPC may defer the filing of a particular registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 hereunder until a date not later than sixty (60) 45 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (ia) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 8.8 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.68.8, the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Demand Holder a certificate signed by an executive officer the President or Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 8.8 and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Demand Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 8.8 only onceonce in any 12-month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the Board time the Company receives the Demand Request, the Company or any of Directors its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the board of directors of the Company or a committee of the Board board of Directors directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdershareholders, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1.6(a) only onceonce and may not defer the filing of more than one (1) registration statement in any twelve (12) month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) and the Board determines in good faith that such disclosure would be materially detrimental to the Company, until a date not later than sixty (60) 60 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) subject to Section 2.1(e), the Company had received, prior to receiving such Demand Request, a Demand Request from a different group of Requesting Holders (a “Preferred Request”) and is proceeding with reasonable diligence to comply with the Preferred Request, until a date not later than the later of (A) six months after the effective date of such Preferred Request or (B) the end of the holdback period referred to in Section 2.3(a) above with respect to such Preferred Request or (iii) prior to receiving such Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the holdback period referred to in Section 2.3(a) above with respect to such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.3(c) shall be lifted, and the requested registration statement shall be filed forthwithas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the Preferred Request is withdrawn, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.3(c), the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.3(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within twenty (20) 20 days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement Demand Registration pursuant to this Section 2.1.6 2.3(c) only onceone time during any 12-month period. Nothing in this paragraph shall affect the rights of the Holders under Section 2.2 to participate in any such Demand Registration at such time as the filing deferral is lifted in accordance with this Section 2.3(c).

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in if at the aggregate in any twelve-month period if time the Company receives the Demand Request, (i) the Board of Directors of the Company or a committee any of the Board its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of Directors of the Company determines which would be required in good faith that such registration statement (but would not be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing required if such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, statement were not filed) or (ii) prior to receiving it is within one hundred eighty (180) days of the Demand Request, effective date of any other registration of securities of the Company had determined to effect a registered underwritten public offering of (other than any registration on Form S-8 under the Company’s securities for the Company’s account and the Company had taken substantial steps Securities Act (or any comparable form)), including, but not limited towithout limitation, selecting a managing underwriter for such offeringwithin one hundred eighty (180) and is proceeding with reasonable diligence days of any registration pursuant to effect such offeringthis Section 2. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay2.1.6. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only onceonce within any one hundred eighty (180) day period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) a Material Transaction exists at the time of such Required Filing Date; (ii) at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (iiiii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.1(vi) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (iii) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iiiii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.1(vi), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.1(vi) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once2.1(vi)(a) once in any twelve (12) month rolling period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty the Shelf Registration Statement if (60a) days after at the Required Filing Date and not more than twice and not more than ninety (90) days in time the aggregate in any twelve-month period if Company receives the Demand Request, (i) the Board of Directors of the Company or a committee any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company, until a date not later than 60 days after the Required Filing Date or (b) prior to receiving the such Demand Request, the Company Board had determined to effect a registered underwritten public offering an Underwritten Offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the lock-up period referred to in the underwriting agreement relating to such Underwritten Offering. A deferral of the filing of a registration statement the Shelf Registration Statement pursuant to this Section 2.1.6 4.1 shall be lifted, and the requested registration statement Shelf Registration Statement shall be filed forthwithas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration Underwritten Offering for the Company’s account is abandoned. In order to defer the filing of a registration statement the Shelf Registration Statement pursuant to this Section 2.1.64.1, the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 4.1 and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Majority Holders and for which registration was previously requested may withdraw such the Demand Request by giving written notice to the Company; if , but following such withdrawal, the Holders shall be prohibited from making a Demand Request until the end of the deferral period as contemplated by this Section 4.1. If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement the Shelf Registration Statement pursuant to this Section 2.1.6 4.1 only oncetwo times during any 12-month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the time the Company receives the Demand Request, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdershareholders, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1.6(a) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 2.01, in addition to any Suspension pursuant to Section 3.03, until a date not later than sixty forty-five (6045) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period Date, if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account pursuant to a registration statement to be filed by the Company and the Company has complied with Section 2.02 hereof, and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.01(e)(iv) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, if the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.01(e)(iv), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder Demanding Shareholder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.01(e)(iv) and a general statement of the reason for the Board’s determination to make such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders Demanding Shareholders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.01(e)(iv) only oncetwice.

Deferral of Filing. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1.6(a) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 3.1 until a date not later than sixty (60) 180 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 180 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.63.1.6, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder and each holder of Other Registrable Shares that requested the inclusion of shares in the Demand Registration a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 3.1.6 only once.

Deferral of Filing. The Company BPY may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (ia) at the time BPY receives the Demand Request, BPY is engaged in confidential negotiations or other confidential activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the Company or a committee general partner of the Board of Directors of the Company BPY determines in good faith that such registration disclosure would be materially detrimental to the Company BPY and its stockholders; providedunitholders, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (iib) prior to receiving the Demand Request, the Company BPY had determined to effect a registered underwritten public offering of the CompanyBPY’s securities for the CompanyBPY’s account and the Company BPY had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BPY receives the Demand Request, BPY is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the CompanyBPY’s account is abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6, the Company BPY shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each the Requesting Holder Holders a certificate signed by an executive officer or the Board of Directors of the Company general partner of BPY stating that the Company BPY is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the CompanyBPY; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company BPY may defer the filing of a particular registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the Board time the Company receives the Demand Request, the Company or any of Directors its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the board of directors of the Company or a committee of the Board board of Directors directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdershareholders, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Majority Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1.6(a) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 Sections 2 or 4 until a date not later than sixty (60) 60 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) the Company had received, prior to receiving the Demand Request, a separate written demand request from a different person or group of persons having contractual rights (whether exercisable alone or in connection with other rights) to require the Company to file a registration statement (a "preferred request") and is proceeding with reasonable diligence to comply with the preferred request, or (iii) prior to receiving the Demand Request, the Company Board of Directors had formally determined to effect a registered underwritten public offering of the Company’s 's equity securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting and entering into a letter of intent with the managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 5(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the preferred request is withdrawn or effected, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.65(b), the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 5(b) and a general statement of the reason for such deferral and an approximation of basis therefor in reasonable detail; provided, that the anticipated delayCompany may not utilize this right more than [twice] in any 12-month period. Within twenty (20) days 20 Business Days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request or the Shelf Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the Board time the Company receives the Demand Request, the Company or any of Directors its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the board of directors of the Company or a committee of the Board board of Directors directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdershareholders, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1.6(a) only once.

Deferral of Filing. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate once in any twelvesix-month period if (i) at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1.6(a) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 hereof until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 90 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (ia) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (iib) prior to receiving the Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.8 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.8, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder Holder, as applicable, a certificate signed by an executive officer of the Company stating that the Board has determined in good faith that the Company is deferring such filing pursuant to this Section 2.1.6 and 2.8 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders Holders of a majority of the Registrable Securities Shares held by the Requesting Holders Holders, as applicable, and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.8 only onceonce in any twelve-month period. The Company may defer a Shelf Takedown on the same terms as it may defer the filing of a registration statement under this Section 2.8, provided the 90 day deferral period shall be measured from the date the Company receives the Demand Request. If the Company declines to file any registration statement pursuant to this Section 2.8(a), it shall not file any registration statement (other than, in the case of clause (b) above, an Excluded Registration or such registration or offering giving rise to such right under clause (b)) without the prior written approval of the Demand Holders, which approval may be withheld at the Demand Holders’ sole discretion, unless and until it files a registration statement including Registrable Shares under Section 2.1 hereof.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 ‎2.1 until a date not later than sixty forty-five (6045) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate once in any twelve-month period if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and account, the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, and the managing underwriter for such offering has determined that, in such firm’s judgment, the filing of the requested registration statement at the time and on the terms requested would materially and adversely affect such underwritten public offering of the Company’s securities for the Company’s account. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 ‎2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6‎2.1.6, the Company shall promptly (but in any event within ten five (105) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 ‎2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 ‎2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 3.1 until a date not later than sixty (60) 180 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 180 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, if in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.63.1.6, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 3.1.6 only once.

Deferral of Filing. The Company BREP may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the time BREP receives the Demand Request, BREP is engaged in confidential negotiations or other confidential activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the Company or a committee general partner of the Board of Directors of the Company BREP determines in good faith that such registration disclosure would be materially detrimental to the Company BREP and its stockholders; providedunitholders, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company BREP had determined to effect a registered underwritten public offering of the CompanyBREP’s securities for the CompanyBREP’s account and the Company BREP had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (iii) at the time BREP receives the Demand Request, BREP is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the CompanyBREP’s account is abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6, the Company BREP shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each the Requesting Holder Holders a certificate signed by an executive officer of the Company Board of Directors of the general partner of BREP stating that the Company BREP is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the CompanyBREP; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company BREP may defer the filing of a particular registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) for a period not to exceed 90 days, if, at the Board of Directors of time the Company or receives the Demand Request, there exists a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting HolderMaterial Disclosure Event, or (ii) for a period not to exceed 180 days, if, prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s Company Common Stock, or securities convertible into or exchangeable for Company Common Stock, for the Company’s 's account in connection with a material public financing transaction and the Company had taken substantial steps (including, but not limited to, including selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.1(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandonedabandoned or the filing of a registration statement with respect to any such proposed registration is delayed by more than 180 days from the time of receipt of the applicable Demand Request. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.1(f), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and 2.1(f), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and Shares for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1(f) only oncetwice in any consecutive 12-month period; provided that any deferral pursuant to clause (i) of the first sentence of this Section 2.1(f) shall be deemed to be a "Suspension Period" for purposes of Section 2.6 and shall be subject to the limitations on Suspension Periods set forth in Section 2.6.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 12.01(a) until a date not later than sixty 60 days in the case of clause (60i) below and, in the case of clause (ii) below, 180 days (or, if longer, 90 days after the Required Filing Date and not more than twice and not more than ninety effective date of the registration statement contemplated by clause (90ii) days in below), after the aggregate in any twelve-month period date of the Demand Notice if (i) at the Board of Directors of time the Company receives the Demand Notice, the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand RequestNotice, the Company Board had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 12.01(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.612.01(c), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 12.01(c) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 15 days after receiving such certificate, the holders of Seller's holding a majority in interest of the Registrable Securities held by the Requesting Holders and Warrant Stock Warrant Agreement ----------------- for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement. The Company may not invoke its right to defer the filing of a particular registration statement pursuant to under this Section 2.1.6 only once12.01(c) more than once in any eighteen month period.

Deferral of Filing. The Company Corporation may defer the filing (but not the ------------------ preparation) of a registration statement required by Section 2.1 2 until a date not later than sixty (60) 45 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the time the Corporation receives the Demand Request, the Corporation or its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company Corporation determines in good faith that such registration disclosure would be materially detrimental to the Company Corporation and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s Corporation's equity securities for the Company’s Corporation's account and the Company Corporation had taken substantial steps (including, but not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s Corporation's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company Corporation shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to notify each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company Corporation is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay4(c). Within twenty (20) days after receiving such certificatenotice, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request request by giving notice to the CompanyCorporation; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company Corporation may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once4(c) no more than twice during any twelve month period.

Deferral of Filing. The Company BEPC may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (ia) at the time BEPC receives the Demand Request, BEPC is engaged in confidential negotiations or other confidential activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company BEPC determines in good faith that such registration disclosure would be materially detrimental to the Company BEPC and its stockholders; providedshareholders, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (iib) prior to receiving the Demand Request, the Company BEPC had determined to effect a registered underwritten public offering of the CompanyBEPC’s securities for the CompanyBEPC’s account and the Company had BEPC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BEPC receives the Demand Request, BEPC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.in

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s securities 's Common Stock or Common Stock Equivalents for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.1.5 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.1.5, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.1.5 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1.5 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Demand Registration Statement required by Section 2.1 3(a) until a date not later than sixty (60) 30 days after the Required Target Filing Date and not more than twice and not more than ninety (90or, if longer, 30 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such Demand Registration Statement (but would not be required if such Demand Registration Statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's equity securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement Demand Registration Statement pursuant to this Section 2.1.6 3(g) shall be lifted, and the requested registration statement Demand Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement Demand Registration Statement pursuant to this Section 2.1.63(g), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral 3(g) and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement Demand Registration Statement pursuant to this Section 2.1.6 3(g) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty one hundred eighty (60180) days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, one hundred eighty (180) days in after the aggregate in any twelve-month period effective date of the registration statement contemplated by clause (ii) below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 until a date not later than sixty (60) days 2.2 to after the Required Filing Date if at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of have a material adverse effect on the Company or its security holders (any such committeeperiod during which such filing is deferred pursuant to this Section 2.2.6 , as applicable, shall, a “ Blackout Period ”). The Company may only exercise its right to defer a registration statement pursuant to this Section 2.2.6 twice in making any calendar year and for no more than 90 calendar days in the aggregate during such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringcalendar year. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.2.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.2.6 , the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.2.6 (subject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company BPY may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (ia) at the time BPY receives the Demand Request, BPY is engaged in confidential negotiations or other confidential activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company General Partner determines in good faith that such registration disclosure would be materially detrimental to the Company BPY and its stockholders; providedunitholders, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (iib) prior to receiving the Demand Request, the Company BPY had determined to effect a registered underwritten public offering of the CompanyBPY’s securities for the CompanyBPY’s account and the Company BPY had taken substantial steps (including, but not limited to, including selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BPY receives the Demand Request, BPY is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 2.1.5 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the CompanyBPY’s account is abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.62.1.5, the Company BPY shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each the Requesting Holder Holders a certificate signed by an executive officer or the Board of the Company General Partner stating that the Company BPY is deferring such filing pursuant to this Section 2.1.6 2.1.5 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the CompanyBPY; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company BPY may defer the filing of a particular registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once2.1.5 no more than once during any three hundred sixty (360) day period.

Deferral of Filing. The During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) days to after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) for no more than thirty (30) days during such calendar year if at the time the Company receives the Demand Request, the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such registration filing would be materially detrimental to the Company, any of its Subsidiaries or the stockholders of the Company, and (ii) for no more than one hundred twenty (120) days less the number of days utilized pursuant to clause (i) above during such calendar year if at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration a committee of the benefit to Board of Directors of the Company of completing reasonably determines in good faith that such disclosure would have a material adverse effect on the Company and its stockholders (any such period during which such filing is deferred pursuant to this Section 2.1.6, a “Blackout Period”). The Company may only exercise its right to defer a registration and the reduction statement pursuant to this Section 2.1.6 twice in any calendar year and, considered together with any Suspension Period (as defined in Section 2.6), (a) for no more than thirty (30) calendar days with respect to items of the ownership type covered by clause (i) above and (b) for no more than one hundred and twenty (120) days less the number of Registrable Securities days covered by clause (a) above in the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for aggregate during such offering) and is proceeding with reasonable diligence to effect such offeringcalendar year. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.1.6(ii) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 (subject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested RTA may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 10.01(a)(i) until a date not later than sixty 60 days in the case of clause (60i) below and, in the case of clause (ii) below, 180 days (or, if longer, 90 days after the Required Filing Date and not more than twice and not more than ninety effective date of the registration statement contemplated by clause (90ii) days in below), after the aggregate in any twelve-month period date of the Demand Notice if (i) at the Board of Directors of time the Company receives the Demand Notice, the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand RequestNotice, the Company Board had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 10.01(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.610.01(b), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 10.01(b) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 15 days after receiving such certificate, the holders of Sellers holding a majority in interest of the Registrable Securities held by the Requesting Holders and Underlying Common Stock for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement. The Company may not invoke its right to defer the filing of a particular registration statement pursuant to under this Section 2.1.6 only once10.01(b) more than once in any eighteen-month period.

Deferral of Filing. The Company may defer the filing (but not ------------------ the preparation) of a registration statement required by Section 2.1 2 or Section 4 until a date not later than sixty (60) 120 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) the Board of Directors of the Company or a committee any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; providedstockholders or would have a material adverse effect on any such confidential negotiations or other confidential business is actively considering activities, that or (ii) the Board of Directors of the Company or such committeeCompany, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction at time of the ownership receipt of Registrable Securities by the Requesting Holdera request for registration, or (ii) prior to receiving the Demand Request, the Company had determined to effect effecting a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding proceeds with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 5(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed terminated or terminatedthe transaction contemplated by such negotiations or other activities are consummated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.65(b), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Initiating Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 5(b) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority in interest of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request their request by giving notice to the Company; if . If withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company Issuer may defer the filing (but not the preparation) of a registration statement required by Section 2.1 7.01(a) until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety (90) days in date of the aggregate in any twelve-month period Demand Notice if (i) at the time the Issuer receives the Demand Notice, the Issuer or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company Issuer and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, confidential negotiations or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringother confidential business activities. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 7.01(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.67.01(c), the Company Issuer shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and Issuer setting forth a general statement of the reason for such deferral and an approximation of the anticipated delay, which information the Sellers shall treat as confidential. Within twenty (20) 20 days after receiving such certificate, the holders of Sellers holding a majority in interest of the Registrable Securities held by the Requesting Holders and Warrant Stock for which registration was previously requested may withdraw such Demand Request request by giving notice to the CompanyIssuer; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement. The Company Issuer may not invoke its right to defer the filing of a particular registration statement pursuant to under this Section 2.1.6 only once7.01(c) more than once in any twelve month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 2 until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 90 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee its Subsidiaries are engaged in confidential negotiations or other confidential business activities or developments (such negotiations, activities or developments referred to herein as "Pending Matters"), disclosure of which may, in the good faith judgment of the Board of Directors of Directors, materially and adversely affect the Company determines in good faith that such registration would be materially detrimental to (and the Company and shall use its stockholders; provided, that the Board of Directors of the Company or best efforts to resolve such committee, Pending Matters as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdersoon as possible), or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect been considering a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (includingBoard of Directors determines, but in its good faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be a Material Adverse Effect on the proposed public offering; provided, however, that the aggregate number of days such filings are so deferred may not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringexceed 120 days during any consecutive 360 day period. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or negotiations, other activities or developments are publicly disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay4(c). Within twenty (20) five days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 10.01(a)(i) until a date not later than sixty 60 days in the case of clause (60i) below and, in the case of clause (ii) below, 180 days (or, if longer, 90 days after the Required Filing Date and not more than twice and not more than ninety effective date of the registration statement contemplated by clause (90ii) days in below), after the aggregate in any twelve-month period date of the Demand Notice if (i) at the Board of Directors of time the Company receives the Demand Notice, the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand RequestNotice, the Company Board had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 10.01(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.610.01(b), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 10.01(b) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 15 days after receiving such certificate, the holders of Seller's holding a majority in interest of the Registrable Securities held by the Requesting Holders and Underlying Common Stock for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement. The Company may not invoke its right to defer the filing of a particular registration statement pursuant to under this Section 2.1.6 only once10.01(b) more than once in any eighteen month period.

Deferral of Filing. The Company Corporation may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 5.3(f) until a date not later than sixty one hundred eighty (60180) days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, one hundred eighty (180) days in after the aggregate in any twelve-month period effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Corporation receives the Demand Request, the Corporation or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company Corporation and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board had determined to effect a registered underwritten public offering of the CompanyCorporation’s securities for the CompanyCorporation’s account and the Company Corporation had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 5.3(f); shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the CompanyCorporation’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.65.3(f), the Company Corporation shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each the Requesting Holder a certificate signed by an executive officer of the Company Corporation stating that the Company Corporation is deferring such filing pursuant to this Section 2.1.6 5.3(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. The fact that any certificate is so delivered to a Requesting Holder shall be held confidential by the Requesting Holder in the same manner as it causes its non-public information to be held confidential. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the Company; if Corporation. If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Stockholders Agreement. The Company Corporation may defer the filing of a particular registration statement pursuant to this Section 2.1.6 5.3(f) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the Board time the Company receives the Demand Request, the Company or any of Directors its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the board of directors of the Company or a committee of the Board board of Directors directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdershareholders, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1.6(a) only oncetwice.

Deferral of Filing. The Company may defer the filing (but not -------------------- the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) 180 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 180 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.2.1.6

Deferral of Filing. The Company BEPC may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (ia) at the time BEPC receives the Demand Request, BEPC is engaged in confidential negotiations or other confidential activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company BEPC determines in good faith that such registration disclosure would be materially detrimental to the Company BEPC and its stockholders; providedshareholders, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (iib) prior to receiving the Demand Request, the Company BEPC had determined to effect a registered underwritten public offering of the CompanyBEPC’s securities for the CompanyBEPC’s account and the Company had BEPC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BEPC receives the Demand Request, BEPC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the CompanyBEPC’s account is abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6, the Company BEPC shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each the Requesting Holder Holders a certificate signed by an executive officer of BEPC or the Company Board of Directors of BEPC stating that the Company BEPC is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the CompanyBEPC; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company BEPC may defer the filing of a particular registration statement Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section Sections 2.1 or 2.2 hereof until a date not later than sixty (60) 120 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (ia) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (iib) prior to receiving the Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.9 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.9, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Common Requesting Holder or Preference Requesting Holder, as applicable, a certificate signed by an executive officer of the Company stating that the Board has determined in good faith that the Company is deferring such filing pursuant to this Section 2.1.6 and 2.9 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Common Registrable Securities Shares or Preference Registrable Shares held by the Common Requesting Holders or Preference Requesting Holders, as applicable, and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.9 only onceonce in any twelve-month period. The Company may defer a takedown under an effective registration statement on the same terms as it may defer the filing of a registration statement under this Section 2.9. If the Company declines to file any registration statement pursuant to this Section 2.9, it shall not file any registration statement (other than an Excluded Registration) without the prior written approval of the Demand Holders, which approval may be withheld at the Demand Holders' sole discretion, unless and until it files a registration statement including Registrable Shares under Section 2.1 or 2.2 hereof.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by this Section 2.1 2.2 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) for a period not to exceed sixty (60) days, if, at the Board of Directors of time the Company or receives the Demand Request, there exists a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting HolderMaterial Disclosure Event, or (ii) prior for a period not to receiving exceed sixty (60) days, if at the time the Company receives the Demand Request, the Company had determined to effect Board determines in its reasonable judgment that such Underwritten Registration would (A) materially interfere with a registered underwritten public material acquisition, corporate organization, financing, securities offering of the Company’s securities for the Company’s account and or other similar transaction involving the Company had taken substantial steps or (including, but not limited to, selecting a managing underwriter for such offeringB) and is proceeding render the Company unable to comply with reasonable diligence to effect such offeringrequirements under the Securities Act or Exchange Act. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.1.6 2.2(h) shall be lifted, and the requested registration statement Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the proposed registration for the Company’s account acquisition, corporate organization, financing, securities offering or similar transaction is abandoned, or, in the cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Underwritten Registration would no longer render the Company unable to comply with the requirements under the Securities Act or the Exchange Act. In order to defer the filing of a registration statement Registration Statement pursuant to this Section 2.1.62.2(h), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and 2.2(h), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Underwritten Registration in accordance with Section 2.8 hereof. The Company may defer the filing of a particular registration statement Registration Statement pursuant to this Section 2.1.6 2.2(h) only onceon two occasions in any consecutive twelve (12)-month period; provided that any deferral pursuant to this Section 2.2(h) shall be deemed to be a “Suspension Period” for purposes of Section 2.7 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.7. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.2(h) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 3.1 until a date not later than sixty (60) 180 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 180 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.63.1.6, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder and each holder of Other Registrable Shares that requested the inclusion of shares in the Demand Registration a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 3.1.6 only once.. SECTION 3.2

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by Section 2.1 3(b) until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety proposed filing date (90or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives a written request for a Demand Registration from AIP, the Company or a committee any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such Registration Statement (but would not be required if such Registration Statement were not filed) and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, stockholders or (ii) prior to receiving a written request for a Demand Registration from AIP, the Demand Request, Board of Directors of the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering and the Board of Directors of the Company determines in good faith that the filing of a Registration Statement pursuant to Section 3(b), in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.1.6 3(e) shall be lifted, lifted and the requested registration statement Registration Statement shall be filed forthwith, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this Section 2.1.63(e), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder AIP, on behalf of all of the Stockholders, a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders AIP, on behalf of a majority all of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Stockholders, may withdraw such its request for a Demand Request Registration by giving notice to the Company; if withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer beginning of any deferral period shall be at least 360 days after the filing end of a particular registration statement pursuant to this Section 2.1.6 only onceany prior deferral period.

Deferral of Filing. The During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) days to after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) for no more than thirty (30) days during such calendar year if at the time the Company receives the Demand Request, the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such registration filing would be materially detrimental to the Company, any of its Subsidiaries or the stockholders of the Company, and (ii) for no more than one hundred twenty days (120) less the number of days utilized pursuant to clause (i) above during such calendar year if at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration a committee of the benefit to Board of Directors of the Company of completing reasonably determines in good faith that such disclosure would have a material adverse effect on the Company and its stockholders (any such period during which such filing is deferred pursuant to this Section 2.1.6, a "Blackout Period"). The Company may only exercise its right to defer a registration and the reduction statement pursuant to this Section 2.1.6 twice in any calendar year and, considered together with any Suspension Period (as defined in Section 2.6), (a) for no more than thirty calendar days (30) with respect to items of the ownership type covered by clause (i) above and (b) for no more than one hundred and twenty (120) days less the number of Registrable Securities days covered by clause (a) above in the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for aggregate during such offering) and is proceeding with reasonable diligence to effect such offeringcalendar year. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.1.6(ii) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 (subject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested RTA may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the ------------------ preparation) of a registration statement Demand Registration Statement required by Section 2.1 3(a) until a date not later than sixty (60) 30 days after the Required Target Filing Date and not more than twice and not more than ninety (90or, if longer, 30 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such Demand Registration Statement (but would not be required if such Demand Registration Statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's equity securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement Demand Registration Statement pursuant to this Section 2.1.6 3(g) shall be lifted, and the requested registration statement Demand Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement Demand Registration Statement pursuant to this Section 2.1.63(g), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral 3(g) and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement Demand Registration Statement pursuant to this Section 2.1.6 3(g) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty forty-five (6045) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate once in any twelve-month period if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and account, the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, and the managing underwriter for such offering has determined that, in such firm’s judgment, the filing of the requested registration statement at the time and on the terms requested would materially and adversely affect such underwritten public offering of the Company’s securities for the Company’s account. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten five (105) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) 180 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 180 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) 20 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) and the Board determines in good faith that such disclosure would be materially detrimental to the Company, until a date not later than sixty (60) 60 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) subject to Section 2.1(e), the Company had received, prior to receiving such Demand Request, a Demand Request from a different group of Requesting Holders (a “Preferred Request”) and is proceeding with reasonable diligence to comply with the Preferred Request, until a date not later than the later of (A) six months after the effective date of such Preferred Request or (B) the end of the holdback period referred to in Section 2.3(a) above with respect to such Preferred Request or (iii) prior to receiving such Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the holdback period referred to in Section 2.3(a) above with respect to such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.3(c) shall be lifted, and the requested registration statement shall be filed forthwithas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the Preferred Request is withdrawn, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.3(c), the Company shall promptly (but in any event within ten (10) 15 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.3(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within twenty (20) 20 days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement Demand Registration pursuant to this Section 2.1.6 2.3(c) only onceone time during any 12 month period. Nothing in this paragraph shall affect the rights of the Holders under Section 2.2 to participate in any such Demand Registration at such time as the filing deferral is lifted in accordance with this Section 2.3(c).

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) a Material Transaction exists at the time of such Required Filing Date; (ii) at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (iiiii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.1(vi) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (iii) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iiiii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. .] In order to defer the filing of a registration statement pursuant to this Section 2.1.62.1(vi), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.1(vi) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once2.1(vi)(a) once in any twelve (12) month rolling period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by Section 2.1 3(a) until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety proposed filing date (90or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) the Board of Directors of the Company or a committee any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such Registration Statement (but would not be required if such Registration Statement were not filed) and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that stockholders or (ii) the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering and the Board of Directors of the Company determines in good faith that the filing of a Registration Statement pursuant to Section 3(a), in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.1.6 3(d) shall be lifted, lifted and the requested registration statement Registration Statement shall be filed forthwith, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this Section 2.1.63(d), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company Holders, written notice stating that the Company is deferring such filing pursuant to this Section 2.1.6 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 1.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90or, if applicable, one hundred eighty (180) days in after the aggregate in any twelve-month period effective date of the registration statement contemplated by clause (ii) below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially seriously detrimental to the Company and its stockholdersstockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Board of Directors of the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s account 's account, and the Company had has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringoffering or the Company has already effected a registered public offering within the previous one hundred eighty (180) days; or (iii) in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 1.1(f) shall be lifted, lifted and the requested registration statement shall be filed forthwithas promptly as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.61.1(f), the Company shall promptly (but in any event within ten (10) daysBusiness Days), upon determining to seek such deferral, deliver to each Requesting Holder Holder, if applicable, a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 1.1(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of Requesting Holders holding a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; and if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementSection 1.1. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 1.1(f) only oncetwice in any twelve (12) month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 2.2 until a date not later than sixty (60) 120 days after the Required Filing Date and not more than twice and not more than ninety Company's receipt of a Demand Request (90or, if longer, 90 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company is engaged in confidential negotiations or a committee other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.2(d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.2(d), the Company shall promptly (but in any event within ten (10) 10 business days), upon determining to seek such deferral, deliver to each Requesting Holder Purchaser a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2.2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Purchaser may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer In the filing event of a particular registration statement deferral effected pursuant to clause (ii) of the first sentence of this Section 2.1.6 only once.2.2(d), if shares of Common Stock of other Company shareholders are to be included for sale in such registered underwritten public offering, Purchaser will be offered the opportunity to include in such offering the shares of Registrable Securities that were requested to be included in the Demand Request, subject to (i) reduction or exclusion on a pro rata basis with other Company shareholders to the extent the managing underwriter or underwriters advise the Company that inclusion of such Registrable Securities may have a material adverse effect on the offering and

Deferral of Filing. The Company may defer the filing (but not ------------------ the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) 180 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 180 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s Company s securities for the Company’s Company s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s Company s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.2.1.6

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section SECTION 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the Board time the Company receives the Demand Request, the Company or any of Directors its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the board of directors of the Company or a committee of the Board board of Directors directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdershareholders, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section SECTION 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section SECTION 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section SECTION 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 SECTION 2.1.6(a) only oncetwice.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by Section 2.1 3(a) until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety proposed filing date (90or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives a written request for a Demand Registration from the Holders, the Company or a committee any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such Registration Statement (but would not be required if such Registration Statement were not filed) and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, stockholders or (ii) prior to receiving a written request for a Demand Registration from the Demand RequestHolders, the Board of Directors of the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering and the Board of Directors of the Company determines in good faith that the filing of a Registration Statement pursuant to Section 3(a), in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.1.6 3(d) shall be lifted, lifted and the requested registration statement Registration Statement shall be filed forthwith, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this Section 2.1.63(d), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company Holders, written notice stating that the Company is deferring such filing pursuant to this Section 2.1.6 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificatenotice, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holders, may withdraw such its request for a Demand Request Registration by giving notice to the Company; if withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer beginning of any deferral period shall be at least 360 days after the filing end of a particular registration statement pursuant to this Section 2.1.6 only onceany prior deferral period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a Prospectus Supplement or registration statement required by this Section 2.1 1.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90or, if applicable, one hundred twenty (120) days in after the aggregate effective date of the registration statement contemplated by clause (ii) below, or such longer period of time (not to exceed one hundred and eighty (180) days) as set forth in any twelve-month period agreement between the Company and any underwriter in connection with such registered offering) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such Prospectus Supplement or registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholdersstockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Board of Directors of the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s account 's account, and the Company had has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering or the Company has already effected a registered public offering within the previous one hundred twenty (120) days (or such longer period of time (not to exceed one hundred and eighty (180) days) as set forth in any agreement between the Company and any underwriter in connection with such registered offering); or (iii) in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Prospectus Supplement or registration statement to be effected at such time. A deferral of the filing of a Prospectus Supplement or registration statement pursuant to this Section 2.1.6 1.1(f) shall be lifted, lifted and the requested Prospectus Supplement or registration statement shall be filed forthwithas promptly as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a Prospectus Supplement or registration statement pursuant to this Section 2.1.61.1(f), the Company shall promptly (but in any event within ten (10) daysBusiness Days), upon determining to seek such deferral, deliver to each Requesting Holder Holder, if applicable, a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 1.1(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of Requesting Holders holding a majority of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; and if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementSection 1.1. The Company may not defer the filing of a particular Prospectus Supplement or registration statement pursuant to this Section 2.1.6 only once1.1(f) for more than an aggregate of 180 days in any twelve (12) month period.

Deferral of Filing. The Notwithstanding the provisions of this Section 2, the Company may defer shall be entitled to postpone, for a reasonable period of time, the filing or effectiveness (but not the preparation) of a any registration statement required by under this Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period 2 if (iA) the Board Company determines, in its sole discretion, that such registration and offering could interfere with or adversely affect bona fide financing, acquisition, or other business plans of Directors the Company (including a proposed primary offering by the Company of its own securities) at the time the right to delay is exercised (whether or not a final decision has been made to undertake such action or plan at such time) or would require disclosure of non-public information, the premature disclosure of which could adversely affect the business, properties, operations or financial results of the Company or a committee that otherwise might not be in the best interest of the Board Company's stockholders, provided that the Company shall not be required to disclose to the Holders requesting registration any such transaction, plan or non-public information; or (B) at any time prior to the effectiveness of Directors of any Demand Registration the Company determines in good faith that such registration would be materially detrimental it is unable to comply with the provisions of Article 3 or Article 11 of Regulation S-X under the Securities Act, to the Company and its stockholders; provided, that extent then applicable to the Board of Directors of Company. If the Company postpones the filing or such committeeeffectiveness of a registration statement pursuant hereto, as applicable, shall, it shall promptly notify in making such determination, take into consideration writing the benefit to the Company of completing such registration and the reduction of the ownership Holders of Registrable Securities by requesting such registration when the Requesting Holder, events or (ii) prior to receiving circumstances permitting such postponement have ended and at such time shall proceed with the Demand Request, filing of the registration statement as requested. If the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of shall postpone the filing of a registration statement pursuant hereto, then the Holders of Registrable Securities demanding such registration shall have the right to this Section 2.1.6 shall be lifted, and withdraw their request for registration by giving written notice to the requested registration statement shall be filed forthwith, if, in Company at any time within five days after the case date the Company notifies such Holders of a deferral pursuant Registrable Securities of its willingness to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer proceed with the filing of a the registration statement and, if such registration was to be made pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days)a Demand Registration, upon determining to seek such deferral, deliver to each Requesting Holder withdrawal the withdrawn demand will not count as a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only onceRegistration.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 4 until a date not later than sixty (60) days after the Required Filing Date and (or, suspend the effectiveness of a Shelf Registration Statement, (i) for a period not more than twice and not more than to exceed ninety (90) days in days, if, at the aggregate in any twelve-month period if (i) the Board of Directors of time the Company receives the Demand Registration Request (or at any time in connection with a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; providedShelf Registration Statement), that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderthere exists a Material Disclosure Event, or (ii) for a period not to exceed ninety (90) days, if, prior to receiving the Demand RequestRegistration Request (or at any time in connection with a Shelf Registration Statement), the Company had determined to effect a registered underwritten public offering of the Company’s Common Stock, or securities convertible into or exchangeable for Common Stock, for the Company’s 's account in connection with a material public financing transaction and the Company had taken substantial steps (including, but not limited to, including selecting a managing underwriter for such offering, if applicable) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing (or suspension of effectiveness) of a registration statement pursuant to this Section 2.1.6 4(f) shall be lifted, and the requested registration statement shall be filed (or made effective) forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral (or suspension) pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandonedabandoned or the filing of a registration statement with respect to any such proposed registration is delayed by more than thirty (30) days from the time of receipt of the applicable Demand Registration Request (or at the applicable time in connection with a Shelf Registration Statement). In order to defer the filing (or suspend the effectiveness) of a registration statement pursuant to this Section 2.1.64(f), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferraldeferral (or suspension), deliver to each Requesting Demanding Holder a certificate signed by an executive officer of the Company stating that the Company is deferring (or suspending the effectiveness of) such filing pursuant to this Section 2.1.6 and 4(f), a general statement of the reason for such deferral (or suspension) and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Demanding Holder may withdraw such Demand Registration Request by giving notice to the Company; if withdrawn, the Demand Registration Request shall be deemed not to have been made for all purposes of this Agreement and the Company shall pay all expenses of such withdrawn Demand Registration in accordance with this Agreement. The Company may defer (or suspend the effectiveness of) the filing of a particular registration statement pursuant to this Section 2.1.6 4(f) only onceonce in any consecutive twelve (12)-month period. For the purposes of this Section 4(f), "Material Disclosure Event" means, as of any date of determination, any pending or imminent event relating to the Company or any of its subsidiaries that the board of directors (or other similar governing body) of the Company reasonably determines in good faith, after consultation with outside counsel to the Company, (i) would require disclosure of material, non-public information relating to such event in any registration statement or related prospectus including Registrable Securities (including documents incorporated by reference therein) so that such registration statement would not be materially misleading, (ii) would not otherwise be required to be publicly disclosed by the Company at that time in a periodic report to be filed with or furnished to the Commission under the Exchange Act but for the filing of such registration statement or related prospectus and (iii) if publicly disclosed at the time of such event, could reasonably be expected to have a material adverse effect on the business, financial condition, prospects or results of operations of the Company and its subsidiaries or would materially adversely affect a pending or proposed material acquisition, merger, recapitalization, consolidation, reorganization, financing or similar transaction, or negotiations with respect thereto.

Deferral of Filing. The Company Trust may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty ninety (6090) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the Board time the Trust receives the Demand Request, the Trust or any of Directors its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the board of trustees of the Company Trust or a committee majority of the Board of Directors of the Company Independent Trustees determines in good faith that such registration disclosure would be materially detrimental to the Company Trust and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdershareholders, or (ii) prior to receiving the Demand Request, the Company Trust had determined to effect a registered underwritten public offering of the Company’s Trust's securities for the Company’s Trust's account and the Company Trust had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is and, at the time of receipt of the Demand Registration, was proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithas promptly as practicable, subject to Section 2.1.1(b), if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s Trust's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company Trust shall promptly (but in any event within ten five (105) business days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company Trust stating that the Company Trust is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Majority Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the CompanyTrust; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 SECTION 12.01(A) until a date not later than sixty 60 days in the case of clause (60i) below and, in the case of clause (ii) below, 180 days (or, if longer, 90 days after the Required Filing Date and not more than twice and not more than ninety effective date of the registration statement contemplated by clause (90ii) days in below), after the aggregate in any twelve-month period date of the Demand Notice if (i) at the Board of Directors of time the Company receives the Demand Notice, the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand RequestNotice, the Company Board had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 SECTION 12.01(C) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6SECTION 12.01(C), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 SECTION 12.01(C) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 15 days after receiving such certificate, the holders of Seller's holding a majority in interest of the Registrable Securities held by the Requesting Holders and warrant Stock for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement. The Company may not invoke its right to defer the filing of a particular registration statement pursuant to under this Section 2.1.6 only onceSECTION 12.01(C) more than once in any eighteen month period.

Deferral of Filing. The Company Corporation may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 5.4(f) until a date not later than sixty one hundred eighty (60180) days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, one hundred eighty (180) days in after the aggregate in any twelve-month period effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Corporation receives the Demand Request, the Corporation or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company Corporation and its stockholders; provided, that the Board of Directors of the Company stockholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company Board had determined to effect a registered underwritten public offering of the CompanyCorporation’s securities for the CompanyCorporation’s account and the Company Corporation had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 5.4(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the CompanyCorporation’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.65.4(f), the Company Corporation shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each the Requesting Holder a certificate signed by an executive officer of the Company Corporation stating that the Company Corporation is deferring such filing pursuant to this Section 2.1.6 5.4(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. The fact that any certificate is so delivered to a Requesting Holder shall be held confidential by the Requesting Holder in the same manner as it causes its non-public information to be held confidential. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the Company; if Corporation. If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Stockholders Agreement. The Company Corporation may defer the filing of a particular registration statement pursuant to this Section 2.1.6 5.4(f) only once.

Deferral of Filing. The Company may defer the filing (but not the ------------------- preparation) of a any registration statement required by Section 2.1 until 2 for a date not later than sixty period of up to: (60i) days after the Required Filing Date and not more than twice and not more than ninety forty-five (9045) days in the aggregate in any twelve-month period if (i) the Board of Directors of event that the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; providedstockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) 120 days in the event that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken takes substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding proceeds with reasonable diligence to effect such offering; provided that if such determination is made by the Board of Directors after receipt of a Demand Registration request, the Board prior to such request shall have commenced negotiations with an underwriter with respect to such offering; and provided, further, however, that during any period of 360 consecutive days, Holders shall not be subject to deferrals pursuant to the Company's exercise of deferral rights for a period of at least 180 consecutive days. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2(d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed terminated or terminatedthe transaction contemplated by such negotiations or other activities are consummated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62(d), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Initiating Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority in interest of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request their request by giving notice to the Company; if . If withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a any registration statement required by Section 2.1 until 2 for a date not later than sixty period of up to: (60i) days after the Required Filing Date and not more than twice and not more than ninety forty-five (9045) days in the aggregate in any twelve-month period if (i) the Board of Directors of event that the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; providedstockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) 120 days in the event that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken takes substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding proceeds with reasonable diligence to effect such offering; provided that if such determination is made by the Board of Directors after receipt of a Demand Registration request, the Board prior to such request shall have commenced negotiations with an underwriter with respect to such offering; and provided, further, however, that during any period of 360 consecutive days, Holders shall not be subject to deferrals pursuant to the Company's exercise of deferral rights for a period of at least 180 consecutive days. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2(d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed terminated or terminatedthe transaction contemplated by such negotiations or other activities are consummated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62(d), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Initiating Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority in interest of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request their request by giving notice to the Company; if . If withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period 2 if (i) at the Board of Directors of time the Company receives the Demand Request, (A) the Company or a committee any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company or (B) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and its stockholders; provided, that the Board of Directors of the Company or determines in good faith that such committee, as applicable, shall, in making such determination, take into consideration the benefit disclosure would be materially detrimental to the Company of completing such registration and Company, until a date not later than 60 days after the reduction of the ownership of Registrable Securities by the Requesting Holder, Required Filing Date or (ii) prior to receiving the such Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the Lock-Up Period referred to in Section 4(a) above with respect to such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwithas soon NINE ENERGY SERVICE, INC. EXHIBIT B TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 4(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within twenty (20) 20 days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if , but following such withdrawal, each of the Requesting Holders shall be prohibited from making a Demand Request until the end of the deferral period as contemplated by the second sentence of this Section 4(c). If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Registration Rights Agreement. The Company may defer the filing of a particular registration statement Demand Registration pursuant to this Section 2.1.6 4(c) only oncetwo times during any 12 month period. Nothing in this paragraph shall affect the rights of the Holders under Section 3 to participate in any such Demand Registration at such time as the filing deferral is lifted in accordance with this Section 4(c).

Deferral of Filing. The Company Issuer may defer the filing (but not the preparation) of a registration statement required by Section 2.1 7.01(a) until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety (90) days in date of the aggregate in any twelve-month period Demand Notice if (i) at the time the Issuer receives the Demand Notice, the Issuer or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company Issuer and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, confidential negotiations or other confidential business activities or (ii) prior to receiving the Demand RequestNotice, the Company Board had determined to effect a registered underwritten public offering of the Company’s Issuer's securities for the Company’s account and the Company Issuer had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 7.01(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.67.01(b), the Company Issuer shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and Issuer setting forth a general statement of the reason for such deferral and an approximation of the anticipated delay, which information the Sellers shall treat as confidential. Within twenty (20) 20 days after receiving such certificate, the holders of Sellers holding a majority in interest of the Registrable Securities held by the Requesting Holders and Warrant Stock for which registration was previously requested may withdraw such Demand Request request by giving notice to the CompanyIssuer; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement. The Company Issuer may not invoke its right to defer the filing of a particular registration statement pursuant to under this Section 2.1.6 only once.7.01(b) more than once in any twelve month period. Warrant Agreement

Deferral of Filing. The Company Partnership may defer the filing (but not the preparation) of a registration statement required by Section 2.1 12.1 until a date not later than sixty (60) 180 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 180 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board time the Partnership receives the Demand Request, the Partnership or any of Directors its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Company or a committee of the Board of Directors of the Company General Partner determines in good faith that such registration disclosure would be materially detrimental to the Company Partnership and its stockholders; provided, that the Board of Directors of the Company Partners or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderconfidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Company General Partner had determined to effect a registered underwritten public offering of the Company’s Partnership's securities for the Company’s Partnership's account and the Company Partnership had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 12.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed by the Partnership or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s Partnership's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.612.1.6, the Company Partnership shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company General Partner stating that the Company Partnership is deferring such filing pursuant to this Section 2.1.6 and 12.1.6 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities Interests held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the CompanyPartnership; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company Partnership may defer the filing of a particular registration statement pursuant to this Section 2.1.6 12.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 2 until a date not later than sixty 180 days after December 15, 1996 (60with respect to clause (i) below) or 180 days after the Required Filing Date and not more than twice and not more than ninety commencement of a Material Activity (90as defined in clause (ii) days in the aggregate in any twelve-month period below), if (i) the Board of Directors of at December 15, 1996, the Company is preparing to file or a committee of the Board of Directors of within 60 days after December 15, 1996, the Company determines commences to prepare a registration statement for a public offering, which in good faith that such registration would be materially detrimental to the Company fact is filed and its stockholders; providedbecomes effective within 180 days of December 15, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder1996, or (ii) prior to receiving at the time of any Demand Request, Request the Company had determined to effect is engaged in any activity (a registered underwritten public offering "Material Activity") that, in the good faith judgment of the Company’s securities for 's board of directors, would be materially and adversely affected to the Company’s account and detriment of the Company had taken substantial steps by the requested registration (including, but not limited to, selecting a managing underwriter for such offeringprovided that no more than one deferral with respect to the same Material Activity may be effected pursuant to this clause (ii) and is proceeding with reasonable diligence to effect such offeringduring any 360-day period). A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2(e) shall be lifted, and and, unless the Demand Request has been withdrawn as contemplated below the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations proposed registration for the Company's account is abandoned, or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandonedCompany ceases to be engaged in a Material Activity. In order to defer the filing of a registration statement pursuant to this Section 2.1.62(e), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek effect such deferral, deliver to each Requesting Holder Debtor a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral 2(e) and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held beneficially owned by the Requesting Holders Debtors and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer If any deferral is lifted as provided above, prompt notice thereof shall be given in writing to the filing of Requesting Debtors who thereafter shall be entitled to deliver a particular new Demand Request. This Section 2(e) shall not prohibit the Debtors from exercising any "piggyback" registration statement rights to which they would otherwise be entitled pursuant to this Section 2.1.6 only once3.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by this Section 2.1 2.2 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) for a period not to exceed one hundred eighty (180) days, if, at the Board of Directors of time the Company or receives the Demand Request, there exists a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting HolderMaterial Disclosure Event, or (ii) prior for a period not to receiving exceed one hundred eighty (180) days, if at the time the Company receives the Demand Request, the Company had determined to effect Board determines in its reasonable judgment that such Underwritten Registration would (A) materially interfere with a registered underwritten public significant acquisition, corporate organization, financing, securities offering of the Company’s securities for the Company’s account and or other similar transaction involving the Company had taken substantial steps or (including, but not limited to, selecting a managing underwriter for such offeringB) and is proceeding render the Company unable to comply with reasonable diligence to effect such offeringrequirements under the Securities Act or Exchange Act. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.1.6 2.2(g) shall be lifted, and the requested registration statement Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the proposed registration for the Company’s account acquisition, corporate organization, financing, securities offering or similar transaction is abandoned, or, in the cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Underwritten Registration would no longer render the Company unable to comply with the requirements under the Securities Act or the Exchange Act. In order to defer the filing of a registration statement Registration Statement pursuant to this Section 2.1.62.2(g), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and 2.2(g), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Underwritten Registration in accordance with Section 2.8 hereof. The Company may defer the filing of a particular registration statement Registration Statement pursuant to this Section 2.1.6 2.2(g) only onceonce in any consecutive twelve (12)-month period; provided that any deferral pursuant to this Section 2.2(g) shall be deemed to be a “Suspension Period” for purposes of Section 2.7 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.7. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.2(g) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. The Company During any calendar year, the Corporation may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 until a date not later than sixty (60) days to after the Required Filing Date if at the time the Corporation receives the Demand Request, the Corporation or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities or actively considering a securities offering by the Corporation or another material transaction, disclosure of which would be required in such registration statement (but would not be required on or before the Required Filing Date if such registration statement were not filed), and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) the Board of Directors of the Company Corporation or a committee of the Board of Directors of the Company Corporation reasonably determines in good faith that such disclosure would have a material adverse effect on the Corporation or its security holders (any such period during which such filing is deferred pursuant to this Section 2.1.5, a “Blackout Period”). The Corporation may only exercise its right to defer a registration would be materially detrimental statement pursuant to this Section 2.1.5 twice in any calendar year and for no more than 90 calendar days in the Company and its stockholders; provided, that the Board of Directors of the Company or aggregate during such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringcalendar year. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.1.5 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.1.5, the Company Corporation shall promptly (but in any event within ten (10) days), upon determining to seek such deferral10 days of receipt of the Demand Request, deliver to each Requesting the Holder a certificate signed by an executive officer of the Company Corporation stating that the Company Corporation is deferring such filing pursuant to this Section 2.1.6 2.1.5 (subject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request by giving notice to the CompanyCorporation; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 2 until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 90 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee its Subsidiaries are engaged in confidential negotiations or other confidential business activities or developments (such negotiations, activities or developments referred to herein as "Pending Matters"), disclosure of which may, in the good faith judgment of the Board of Directors of Directors, materially and adversely affect the Company determines in good faith that such registration would be materially detrimental to (and the Company and shall use its stockholders; provided, that the Board of Directors of the Company or best efforts to resolve such committee, Pending Matters as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdersoon as possible), or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect been considering a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (includingBoard of Directors determines, but not limited toin its good faith judgment, selecting after consultation with a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such firm of nationally recognized underwriters, that there will be a Material Adverse Effect on the proposed public offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or negotiations, other activities or developments are publicly disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay4(c). Within twenty (20) five days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 3.1 until a date not later than sixty one hundred eighty (60180) days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, one hundred eighty (180) days in after the aggregate in any twelve-month period effective date of the registration statement contemplated by clause (ii) below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would, in the reasonable judgment of the Company, be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 3.1.8 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.63.1.8, the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 3.1.8 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held Beneficially Owned by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 3.1.8 only once.

Deferral of Filing. The Company OSI may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period 2 if (i) at the time OSI receives the Demand Request, OSI is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company OSI determines in good faith that such registration disclosure would not be materially detrimental to in the Company best interests of OSI and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s OSI's equity securities for the Company’s OSI's account and the Company OSI had taken substantial steps (including, but not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s OSI's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company OSI shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a 7 8 certificate signed by an executive officer the President of the Company stating that the Company OSI is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay4(c). Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request request by giving notice to the CompanyOSI; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company OSI may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once4(c) for a period of 45 days in any three month period and of all registration statements for a total of 90 days during any twelve month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 2 until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 90 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives the Demand Request, the Company or a committee its Subsidiaries are engaged in confidential negotiations or other confidential business activities or developments (such negotiations, activities or developments referred to herein as "Pending Matters"), disclosure of which may, in the good faith judgment of the Board of Directors of Directors, materially and adversely affect the Company determines in good faith that such registration would be materially detrimental to (and the Company and shall use its stockholders; provided, that the Board of Directors of the Company or best efforts to resolve such committee, Pending Matters as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holdersoon as possible), or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect been considering a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (includingBoard of Directors determines, but in its good faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be a Material Adverse Effect on the proposed public offering; provided, however, that the aggregate number of days such filings are so deferred may not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringexceed 120 days during any consecutive 360 day period. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or negotiations, other activities or developments are publicly disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay4(c). Within twenty (20) five days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The ; if not withdrawn, the Demand Request shall remain in effect and the Company may defer shall comply with its obligations specified herein with respect to such Demand Request as set forth in the filing second sentence of a particular registration statement pursuant to this Section 2.1.6 only once4(c).

Deferral of Filing. The Company may defer the filing (but not the preparation) of a any registration statement required by Section 2.1 until 2 for a date not later than sixty period of up to: (60i) days after the Required Filing Date and not more than twice and not more than ninety (90) 45 days in the aggregate in any twelve-month period if (i) the Board of Directors of event that the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; providedstockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) 120 days in the event that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken takes substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding proceeds with reasonable diligence to effect such offering; provided that if such determination is made by the Board of Directors after receipt of a Demand Registration request, the Board prior to such request shall have commenced negotiations with an underwriter with respect to such offering; and provided further, however, that during any period of 360 consecutive days, Holders shall not be subject to deferrals pursuant to the Company's exercise of deferral rights for a period of at least 180 consecutive days (which deferral period shall coincide with the deferral period permitted under Section 2(d) of that certain Registration Rights Agreement, dated the date hereof, between the Company and CapZ Fund). A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2(d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed terminated or terminatedthe transaction contemplated by such negotiations or other activities are consummated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62(d), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Initiating Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority in interest of the Registrable Securities Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request their request by giving notice to the Company; if . If withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company Corporation may defer the filing (but not the preparation) of a registration statement required by Section 2.1 2 until a date not later than sixty (60) 45 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) at the time the Corporation receives the Demand Request, the Corporation or its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company Corporation determines in good faith that such registration disclosure would be materially detrimental to the Company Corporation and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s Corporation's equity securities for the Company’s Corporation's account and the Company Corporation had taken substantial steps (including, but not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s Corporation's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company Corporation shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to notify each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company Corporation is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay4(c). Within twenty (20) days after receiving such certificatenotice, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holder may withdraw such Demand Request request by giving notice to the CompanyCorporation; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company Corporation may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once4(c) no more than twice during any twelve month period.

Deferral of Filing. The Anything herein to the contrary notwithstanding, the Company may defer the filing (but not the preparation) of a any registration statement otherwise required to be filed by it pursuant to Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period 3 or Section 4 if (i) the Company notifies each requesting holder that it is in good faith contemplating filing a registration statement for an underwritten offering of Common Stock or a security convertible into Common Stock within 60 days of its receipt for the demand for registration or (ii) the Company notifies each requesting holder that the Company's Board of Directors has determined that the requested registration and offering would require disclosure of pending matters or information the Company or a committee disclosure of the Board of Directors of the Company determines in good faith that such registration which would likely be materially detrimental to the Company and or materially interfere with its stockholders; providedbusiness or a financing, that the Board of Directors of acquisition, corporate reorganization or other material transaction involving the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such that appropriate financial statements will not be available when registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringrequested. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in In the case of a deferral pursuant to clause (i) of the preceding sentencethis Section 5(a), the negotiations Company shall use its reasonable best efforts, as soon as practicable, upon the first to occur of the abandonment of such contemplated registration statement or other activities are disclosed the expiration of such 60 day period, to register the Registrable Securities which it otherwise would be obligated to register pursuant to Section 3 or terminatedSection 4, or, in unless the demand for registration is withdrawn or the Company has filed the contemplated registration statement. In the case of a deferral pursuant to clause (ii) of the preceding sentencethis Section 5(a), the proposed Company may delay the filing of the registration statement otherwise required by Section 3 or Section 4 for a reasonable period of time not to exceed 120 days. If the Company’s account is abandoned. In order to Company shall so defer the filing of a registration statement pursuant to this Section 2.1.6statement, the Company shall promptly (but in any event requesting holders may, within ten (10) days), upon determining to seek such 20 days after its receipt of written notice of the deferral, deliver withdraw its request for registration by giving written notice to each Requesting Holder a certificate signed by an executive officer of the Company stating that (and, in the Company is deferring event of such filing pursuant withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, which the holders of a majority Registrable Securities are entitled hereunder and the provisions of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice proviso contained in Section 3(c) hereof will not apply). In addition to the Company; if withdrawnforegoing deferral rights, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.the

Deferral of Filing. The If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may may, upon prior written notice to the Holders, defer (but not more than twice in any 12-month period, and not within 120 days of any prior deferral) the filing or effectiveness (but not the preparation) of the Registration Statement or any amendment or supplement for a registration statement required by Section 2.1 until Shelf Registration Statement for the Demand Offering for a date reasonable period of time not later than sixty (60) to exceed 60 days after the Required Filing Date and not more than twice and not more than ninety (90or, if longer, 60 days after the filing date of the registration statement contemplated by clause (b) days in the aggregate in any twelve-month period below) if (ia) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holderstockholders (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Company Board of Directors had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account Company Public Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, but not limited towithout limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.1.6 2.2.3 shall be lifted, and the requested registration statement Registration Statement shall be filed forthwithpromptly, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company’s account Company Public Offering is completed or abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this Section 2.1.62.2.3, the Company shall promptly (but in any event within ten five (105) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral 2.2.3 and an approximation of the length of the anticipated delay. Within twenty (20) days On the 20th day after receiving the Trident Holders have received such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Trident Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only oncebe withdrawn.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 2 until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety (90) days in if, at the aggregate in any twelve-month period if (i) time the Board of Directors of Company receives the Demand Request, the Company or a committee its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay4(c). Within twenty (20) 20 days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 4(c) only once. In the event the Company shall defer the filing of a registration statement pursuant to this Section 4(c), the applicable Demand Registration Period shall automatically be extended by the number of days in the period between the Required Filing Date and the date on which such registration statement is filed with the Commission.

Deferral of Filing. The Company may defer the filing (but not ------------------- the preparation) of a any registration statement required by Section 2.1 until 2 for a date not later than sixty period of up to: (60i) days after the Required Filing Date and not more than twice and not more than ninety (90) 45 days in the aggregate in any twelve-month period if (i) the Board of Directors of event that the Company or a committee any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; providedstockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) 120 days in the event that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken takes substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding proceeds with reasonable diligence to effect such offering; provided that if such determination is made by the Board of Directors after receipt of a Demand Registration request, the Board prior to such request shall have commenced negotiations with an underwriter with respect to such offering; and provided further, however, that during any period of 360 consecutive days, Holders shall not be subject to deferrals pursuant to the Company's exercise of deferral rights for a period of at least 180 consecutive days (which deferral period shall coincide with the deferral period permitted under Section 2(d) of that certain Registration Rights Agreement, dated the date hereof, between the Company and CapZ Fund). A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2(d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed terminated or terminatedthe transaction contemplated by such negotiations or other activities are consummated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.62(d), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Initiating Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.the

Deferral of Filing. The Anything herein to the contrary notwithstanding, the Company may defer the filing (but not the preparation) of a any registration statement otherwise required to be filed by it pursuant to Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period 3 or Section 5 if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company determines notifies each requesting holder that it is in good faith that such contemplating filing a registration would be materially detrimental to statement for an underwritten offering of Common Stock within 60 days of its receipt for the Company and its stockholders; provided, that the Board of Directors demand for registration (which shall not affect any of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction other rights of the ownership holders of Registrable Securities by hereunder, including, without limitation, the Requesting Holder, rights of such holders under Section 4) or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and notifies each requesting holder that the Company had taken substantial steps (includinghas determined, but not limited toin its reasonable judgment, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and that the requested registration statement shall and offering would materially interfere with a financing, acquisition, corporate reorganization or other material transaction involving the Company or that appropriate financial statements will not be filed forthwith, if, in available when registration is requested. In the case of a deferral pursuant to clause (i) of the preceding sentencethis Section 6(a), the negotiations Company shall use its reasonable best efforts, as soon as practicable, upon the first to occur of the abandonment of such contemplated registration statement or other activities are disclosed the expiration of such 60 day period, to register the Registerable Securities which it otherwise would be obligated to register pursuant to Section 3 or terminatedSection 5, or, in unless the demand for registration is withdrawn or the Company has filed the contemplated registration statement. In the case of a deferral pursuant to clause (ii) of the preceding sentencethis Section 6(a), the proposed Company may delay the filing of the registration statement otherwise required by Section 3 or Section 5 for a reasonable period of time not to exceed 60 days. If the Company’s account is abandoned. In order to Company shall so defer the filing of a registration statement pursuant statement, the requesting holder may, within 20 days after its receipt of written notice of the deferral, withdraw its request for registration by giving written notice to this Section 2.1.6the Company (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to which the holders of Registrable Securities are entitled hereunder). In addition to the foregoing deferral rights, the Company shall promptly (but in not be required to file any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once3 or Section 5 (i) within 90 days after the effectiveness of a registration statement relating to a Demand Registration or (ii) within 90 days after the effectiveness of a registration statement referred to in Section 4.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 4 until a date not later than sixty 180 days after December 15, 1996 (60with respect to clause (i) below) or 180 days after the Required Filing Date and not more than twice and not more than ninety commencement of a Material Activity (90as defined in clause (ii) days in the aggregate in any twelve-month period below), if (i) the Board of Directors of at December 15, 1996, the Company is preparing to file or a committee of the Board of Directors of within 60 days after December 15, 1996, the Company determines commences to prepare a registration statement for a public offering, which in good faith that such registration would be materially detrimental to the Company fact is filed and its stockholders; providedbecomes effective within 180 days of December 15, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder1996, or (ii) prior to receiving at the time of any Demand Request, Request the Company had determined is engaged in any Material Activity (provided that no more than one deferral with respect to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps same Material Activity may be effected pursuant to this clause (including, but not limited to, selecting a managing underwriter for such offeringii) and is proceeding with reasonable diligence to effect such offeringduring any 360-day period). A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(f) shall be lifted, and and, unless the Demand Request has been withdrawn as contemplated below, the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations proposed registration for the Company's account is abandoned, or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandonedCompany ceases to be engaged in a Material Activity. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(f), the Company shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder Eligible Distributee a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral 4(f) and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders Eligible Distributees and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer If any deferral is lifted as provided above, prompt notice thereof shall be given in writing to the filing of Eligible Distributees who thereafter shall be entitled to deliver a particular new Demand Request. This Section 4(f) shall not prohibit the Eligible Distributees from exercising any "piggyback" registration statement rights to which they would otherwise be entitled pursuant to this Section 2.1.6 only once5.

Deferral of Filing. The Company Issuer may defer the filing (but not the preparation) of a registration statement required by Section 2.1 7.01(a) until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety (90) days in date of the aggregate in any twelve-month period Demand Notice if (i) at the time the Issuer receives the Demand Notice, the Issuer or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company Issuer and its stockholders; provided, that the Board of Directors of the Company shareholders or would have a material adverse effect on any such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, confidential negotiations or other confidential business activities or (ii) prior to receiving the Demand RequestNotice, the Company Board had determined to effect a registered underwritten public offering of the Company’s Issuer's securities for the Company’s account and the Company Issuer had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 7.01(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.67.01(b), the Company Issuer shall promptly (but in any event within ten (10) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and Issuer setting forth a general statement of the reason for such deferral and an approximation of the anticipated delay, which information the Sellers shall treat as confidential. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.20 days

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) for a period not to exceed one hundred eighty (180), if, at the Board of Directors of time the Company or receives the Demand Request, there exists a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting HolderMaterial Disclosure Event, or (ii) prior for a period not to receiving exceed one hundred eighty (180), if, at the time the Company receives the Demand Request, the Company had determined to effect Board determines in its reasonable judgment that such Demand Registration would (A) materially interfere with a registered underwritten public offering of the Company’s securities for the Company’s account and significant acquisition, corporate organization or other similar transaction involving the Company had taken substantial steps or (including, but not limited to, selecting a managing underwriter for such offeringB) and is proceeding render the Company unable to comply with reasonable diligence to effect such offeringrequirements under the Securities Act or Exchange Act. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 2.1(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the proposed registration for the Company’s account acquisition, corporate organization or similar transaction is abandoned, or, in the cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Demand Registration would no longer render the Company unable to comply with the Requirements under the Securities Act or the Exchange Act. In order to defer the filing of a registration statement pursuant to this Section 2.1.62.1(f), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and 2.1(f), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Demand Registration in accordance with Section 2.7 hereof. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 2.1(f) only onceonce in any consecutive twelve (12)-month period; provided that any deferral pursuant to this Section 2.1(f) shall be deemed to be a “Suspension Period” for purposes of Section 2.6 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.6. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.1(f) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by Section 2.1 3(a) until a date not later than sixty (60) 90 days after the Required Filing Date and not more than twice and not more than ninety proposed filing date (90or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) days in the aggregate in any twelve-month period below) if (i) at the Board of Directors of time the Company receives a written request for a Demand Registration from Xxxxxxx, the Company or a committee any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such Registration Statement (but would not be required if such Registration Statement were not filed) and the Board of Directors of the Company determines in good faith that such registration disclosure would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, stockholders or (ii) prior to receiving a written request for a Demand Registration from Xxxxxxx, the Demand Request, Board of Directors of the Company had determined to effect a registered underwritten public offering of the Company’s 's securities for the Company’s 's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering and the Board of Directors of the Company determines in good faith that the filing of a Registration Statement pursuant to Section 3(a), in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.1.6 3(d) shall be lifted, lifted and the requested registration statement Registration Statement shall be filed forthwith, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s 's account is abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this Section 2.1.63(d), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer Xxxxxxx, on behalf of all of the Company Holders, written notice stating that the Company is deferring such filing pursuant to this Section 2.1.6 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificatenotice, the holders Xxxxxxx, on behalf of a majority all of the Registrable Securities held by the Requesting Holders and for which registration was previously requested Holders, may withdraw such his request for a Demand Request Registration by giving notice to the Company; if withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer beginning of any deferral period shall be at least 360 days after the filing end of a particular registration statement pursuant to this Section 2.1.6 only onceany prior deferral period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 2 if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) and the Board determines in good faith that such disclosure would be materially detrimental to the Company, until a date not later than sixty (60) 60 days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the such Demand Request, the Company Board had determined to effect a registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the holdback period referred to in Section 4(b) above with respect to such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 4(c) shall be lifted, and the requested registration statement shall be filed forthwithas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.64(c), the Company shall promptly (but in any event within ten (10) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 4(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within twenty (20) 20 days after receiving such certificate, the holders Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement Demand Registration pursuant to this Section 2.1.6 4(c) only onceone time during any 12-month period. Nothing in this paragraph shall affect the rights of the Holders under Section 3 to participate in any such Demand Registration at such time as the filing deferral is lifted in accordance with this Section 4(c).