Common use of Deferral Clause in Contracts

Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may becontrary, if the Company were then obligated to file such reports. Notwithstanding anything shall furnish to the contrary contained in this Agreement, selling Holders a certificate signed by the President and Chief Executive Officer of the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales stating that the Board has made the good faith determination (i) that continued use by the Parties selling Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending require, under the Securities Act, disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed acquisitiontransaction involving the Company, merger(ii) that such disclosure would be premature and would be adverse to the Company, recapitalization, consolidation, reorganization its business or similar prospects or any such proposed transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in would make the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto successful consummation by the Company cannot be deferred, of any such transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the rights prospectus relating thereto) for purposes of holders effecting offers or sales of Registrable Securities pursuant thereto, then the right of the selling Holders to make use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than 90 days after delivery by the Company of the certificate referred to above in this Section 6. During the Suspension Period, the Holders agree that they shall not offer or sell any Registrable Securities pursuant to an effective registration statement canor in reliance upon the Registration Statement (or the prospectus relating thereto). The Company may not be suspended, pursuant to the provisions of the immediately preceding sentence, for exercise this right more than 15 days two times in each year after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3Purchase Date.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may becontrary, if the Company were then obligated to file such reports. Notwithstanding anything shall furnish to the contrary contained in this Agreement, selling Investors a certificate signed by the President or Chief Executive Officer of the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration stating that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors of the Company has made the good faith determination (i) that continued use by the selling Investors of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Investors of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the "Suspension Period") of not more than 90 days after delivery by the Company of the certificate referred to above in this Section 11. During the Suspension Period, none of the Investors shall offer or sell any Registrable Shares pursuant to or in reliance upon the immediately preceding sentence of this Section 5.3Registration Statement (or the prospectus relating thereto).

Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, If (i) in the reasonable good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing availability of a registration statement by Registration Statement covering the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements Registrable Securities (or any required audit opinion thereonA) would be required materially detrimental to be filed with NewCo due to the SEC as part early disclosure of information relating to the Company's Annual Report on Form 10-K business, financial condition or Quarterly Report on Form 10-Q, as the case may be, if the Company were results of operation of NewCo that NewCo is not otherwise then obligated to file such reports. Notwithstanding anything disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to the contrary contained in this Agreement, the Company shall not be obligated to cause a NewCo initiated registration statement (whether previously filed pursuant hereto or proposed to become effectivebe filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such time, and may suspend sales (iii) NewCo furnishes to IAC a certificate signed by the Parties Chairperson of Registrable Securities under any registration that has previously become effective, at any time whenthe Audit Committee of NewCo stating that, in the reasonable good faith judgment of the Board of Directors, it reasonably believes would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisitionit is, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceedtherefore, in the aggregatebest interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement, 120 then NewCo shall have the right, by written notice to IAC, to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five (75) days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions after receipt of the immediately preceding sentence, for more than 15 days after the abandonment Demand Notice (or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of such shorter period that the Board of Directors pursuant to the immediately preceding sentence of concludes in good faith is necessary); provided, however, that NewCo shall not defer its obligation in this Section 5.3manner more than twice in any twelve (12)-month period.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may becontrary, if the Company were then obligated to file such reports. Notwithstanding anything shall furnish to the contrary contained in this Agreement, selling Investors a certificate signed by the President or Chief Executive Officer of the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by stating that the Parties Board of Registrable Securities under any registration that Directors of the Company has previously become effective, at any time when, in made the good faith judgment determination (i) that continued use by the selling Investors of the Board Registration Statement for purposes of Directors, it reasonably believes that the effectiveness effecting offers or sales of such registration statement or the offering of securities Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adversely affect a pending adverse to the Company, its business or prospects or any such proposed acquisition, merger, recapitalization, consolidation, reorganization or similar material transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in would make the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto successful consummation by the Company cannot be deferred, of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Investors of such Registration Statement (and the rights prospectus relating thereto) for purposes of holders effecting offers or sales of Registrable Securities to make sales Shares pursuant to an effective registration statement cannot be suspendedthereto, pursuant to then the provisions right of the immediately preceding sentence, selling Investors to use the Registration Statement (and the prospectus relating thereto) for more than 15 days after purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the abandonment or consummation "Suspension Period") of any of the foregoing proposals or transactions or, in any event, for not more than 30 days after delivery by the date Company of the determination certificate referred to above in this Section 12; provided, however, that the Company may not utilize this right more than two (2) times in any twelve month period and that the Company shall not register shares for its own account during the Suspension Period except in connection with a merger or the registration of shares relating to a stock option, stock purchase or similar plan. During the Suspension Period, none of the Board of Directors Investors shall offer or sell any Registrable Shares pursuant to or in reliance upon the immediately preceding sentence of this Section 5.3Registration Statement (or the prospectus relating thereto).

Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, If (i) in the good faith judgment of the Board of DirectorsDirectors of the Company, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by covering the Company cannot be deferred Registrable Securities (other than a registration statement filed pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereonSection 1.1(b)) would be required materially detrimental to be filed the Company, because such action would (1) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the SEC Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as part confidential; or (3) render the Company unable to comply with requirements under the Securities Act or the Exchange Act of 1934 (the “Exchange Act”), and the Board of Directors of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-QCompany concludes, as a result, that it is in the case may be, if best interests of the Company were then obligated to file defer the filing of such reports. Notwithstanding anything to the contrary contained in this Agreementregistration statement at such time, and (ii) the Company shall not be obligated promptly furnish to cause such Stockholders a registration statement previously filed pursuant hereto to become effective, and may suspend sales certificate signed by the Parties President and General Counsel, if any, of Registrable Securities under any registration the Company stating that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsDirectors of the Company, it reasonably believes would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the effectiveness best interests of the Company to defer the filing of such registration statement or statement, then (in addition to the offering limitations set forth in Section 1.1(c) above) the Company shall have the right to defer such filing for a period of securities pursuant thereto would materially adversely affect a pending or proposed acquisitionnot more than ninety (90) days after receipt of the request of the Stockholders; provided, mergerhowever, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect theretothat the Company shall not defer its obligation in this manner more than once in any twelve-month period; provided further that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Company to defer such filing or effectiveness shall be further confirmed by the Board of Directors at its next meeting, or, it is not so confirmed, such deferral, if still in effect, shall immediately terminate; provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating solely to employee benefit plans, a registration relating to the immediately preceding sentence offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales. The Company shall promptly notify the Stockholders of the expiration of any period during which it exercised its rights under this Section 5.31.1(d). The Company agrees that, in the event it exercises its rights under this Section 1.1(d), it shall, prior to the expiration of the applicable deferral period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred registration statement.

Deferral. Notwithstanding anything The Corporation shall be entitled to postpone the filing of any Demand Registration Statement otherwise required to be prepared and filed by the Corporation pursuant to Section 2.1 or 2.2, delay a request for effectiveness of any such Demand Registration Statement, or suspend the use of any effective Demand Registration Statement filed with respect to any Demand Registration, for a reasonable period of time, but not in excess of thirty (30) days (a “Delay Period”), if the board of directors of the Corporation determines that, in its good faith judgment, the registration and distribution of the Registrable Shares covered or to be covered by such Demand Registration Statement would require the disclosure of material, non-public information by the Corporation in the Demand Registration Statement with respect to which the board of directors of the Corporation believes that the Corporation has a bona fide business purpose for preserving confidentiality, and the Corporation promptly gives the Initiating Holders a written certificate signed by an executive officer of the Corporation notifying such Initiating Holders of such determination and an approximation of the period of the anticipated delay; provided, however, that the Corporation shall not have the right to initiate more than one (1) Delay Period in any six (6) month period. If the Corporation shall so postpone the filing of a Demand Registration Statement, the Initiating Holders shall have the right to withdraw such Initiating Holders’ request for the applicable Demand Registration by giving written notice thereof to the contrary contained Corporation within thirty (30) days after receipt of the notice of postponement, and, in this Agreementthe event of such withdrawal, the Company such request shall not be counted for purposes of determining the number of Demand Registrations which the Corporation is obligated to prepare and file, or cause to become effective, any registration statement effect pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (Sections 2.1 and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.32.

Deferral. Notwithstanding anything The Company shall be entitled to postpone the filing of any Demand Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2.1, delay a request for effectiveness of any such Demand Registration Statement, or suspend the use of any effective Demand Registration Statement under this Section 2.1, for a reasonable period of time, but not in excess of forty-five (45) days (a "DELAY PERIOD"), if the board of directors of the Company determines that, in its good faith judgment, the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration Statement would be materially detrimental to the contrary contained Company or would require the disclosure of material, non-public information by the Company in this Agreementthe Demand Registration Statement with respect to which the board of directors of the Company believes that the Company has a bona fide business purpose for preserving confidentiality, and the Company promptly gives the Initiating Holders a written certificate signed by an executive officer of the Company notifying such Holders of such determination and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive twelve (12) months shall not exceed the aggregate of ninety (90) days and (ii) a period of at least ninety (90) days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Demand Registration Statement, the Initiating Holders shall have the right to withdraw the Request Notice by giving written notice within forty-five (45) days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Registrations which the Company is obligated to effect pursuant to Section 2.1(b)). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be obligated entitled to prepare initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when(B) in the case of a delay arising as a result of the potential for premature disclosure of material information, in accordance with the good faith judgment of the Board of DirectorsCompany's policies from time to time in effect, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include forbid purchases and sales in the registration statement the financial statements open market by directors and executive officers of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may beduring such Delay Period. The filing Upon receipt of a registration statement by written notice from the Company cannot be deferred of a Delay Period, the Holders shall forthwith discontinue disposition of all Registrable Securities pursuant to the provisions Demand Registration Statement and suspend use of any prospectus forming a part thereof until the immediately preceding sentence beyond Company notifies the time Holders that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of Delay Period is no longer in effect, and, if so directed by the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if deliver to the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained all copies in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation their possession of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3such prospectus.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, if the Company shall not be obligated furnish to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the Holders a certificate signed by the Chief Executive Officer of the Company stating that the Board of Directors of the Company has made the good faith judgment determination (a) that continued use by the Holders of a registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Board of DirectorsAct, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include premature disclosure in the registration statement (or the financial statements prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (b) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (c) that it is therefore essential to suspend the use by the Holders of any such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Holders to use any such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended until further notice by the Company (and the "SUSPENSION PERIOD"). During the Suspension Period, none of the Holders shall offer or sell any required audit opinion thereon) Registrable Securities pursuant to or in reliance upon any such registration statement (or the prospectus relating thereto). In the event the Company exercises the suspension rights set forth herein (the "SUSPENSION RIGHT"), such suspension will continue for such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the then immediately preceding fiscal year Company or fiscal quarter, until such time as the case may be. The filing registration statement does not include any untrue statement of a registration statement by the Company cannot be deferred pursuant material fact or omit to the provisions of the immediately preceding sentence beyond the time that such financial statements (or state any required audit opinion thereon) would be material fact required to be filed with stated therein or necessary to make the SEC as part statements therein not misleading in light of the circumstances under which they were made, each as determined in good faith by the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company agrees to notify the Holders promptly upon termination of the Suspension Right. Notwithstanding the foregoing, as the case may be, if under no circumstances shall the Company were then obligated be entitled to file such reports. Notwithstanding anything to exercise the contrary contained in this Agreement, the Company shall not be obligated to cause Suspension Right for a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties period of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 thirty (30) days after the abandonment or consummation of during any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3twelve (12) month period.

Deferral. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 3.1.2 at any time when, in the good faith judgment of the Board of DirectorsDirectors of the Company, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to file a registration statement, or cause a registration statement previously filed pursuant hereto to Section 3.1 to become effective, and may suspend sales by the Parties holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsDirectors of the Company, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided provided, however, that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 180 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 30 days after the abandonment or the consummation of any of the foregoing proposals or transactions ortransactions, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3unless invoked under new circumstances.

Deferral. Notwithstanding anything in this Agreement to the contrary contained contrary, if the Company shall furnish to the selling Investors a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made the good faith determination (i) that continued use by the selling Investors of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Investors of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the "Suspension Period") of not more than 90 days after delivery by the Company of the certificate referred to above in this AgreementSection 11. During the Suspension Period, none of the Investors shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). Notwithstanding the foregoing, the Company shall not be obligated entitled to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 Suspension Periods totaling more than 90 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by consecutive twelve-month period during the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence term of this Section 5.3Agreement.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, the Company if Exchange shall not be obligated furnish to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of MicroStrategy a registration statement certificate signed by the Company cannot be deferred pursuant to the provisions President or Chief Financial Officer of the immediately preceding sentence beyond the time Exchange stating that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors of Exchange has made the good faith determination (i) that continued use by MicroStrategy of a Registration Statement for purposes of effecting offers or sales of Registration Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning Exchange, its business or prospects or any proposed material transaction involving Exchange, (ii) that such premature disclosure would be materially adverse to Exchange, its business or prospects or any such proposed material transaction significantly less likely and (iii) that it is therefore advisable to suspend the use by MicroStrategy of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registration Shares pursuant thereto, then the right of MicroStrategy to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registration Shares pursuant thereto shall be suspended for a period (the "Suspension Period") of not more than 60 days after delivery by Exchange of the certificate referred to above in this Section 5.09. During the Suspension Period, MicroStrategy shall not offer or sell any Registration Shares pursuant to or in reliance upon the immediately preceding sentence Registration Statement (or the prospectus relating thereto). Notwithstanding the foregoing, Exchange shall not be entitled to Suspension Periods totaling more than 90 days in any consecutive twelve-month period during the term of this Section 5.3Agreement.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreement--------- contrary, the Company if Exchange shall not be obligated furnish to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of MicroStrategy a registration statement certificate signed by the Company cannot be deferred pursuant to the provisions President or Chief Financial Officer of the immediately preceding sentence beyond the time Exchange stating that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors of Exchange has made the good faith determination (i) that continued use by MicroStrategy of a Registration Statement for purposes of effecting offers or sales of Registration Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning Exchange, its business or prospects or any proposed material transaction involving Exchange, (ii) that such premature disclosure would be materially adverse to Exchange, its business or prospects or any such proposed material transaction significantly less likely and (iii) that it is therefore advisable to suspend the use by MicroStrategy of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registration Shares pursuant thereto, then the right of MicroStrategy to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registration Shares pursuant thereto shall be suspended for a period (the "Suspension Period of not more than 60 days after ------------------- delivery by Exchange of the certificate referred to above in this Section 5.09. During the Suspension Period, MicroStrategy shall not offer or sell any Registration Shares pursuant to or in reliance upon the immediately preceding sentence Registration Statement (or the prospectus relating thereto). Notwithstanding the foregoing, Exchange shall not be entitled to Suspension Periods totaling more than 90 days in any consecutive twelve-month period during the term of this Section 5.3Agreement.

Deferral. Notwithstanding anything The right of the Investors to use the contrary contained Registration Statement (and the prospectus relating thereto) shall be suspended for a period or periods (the "SUSPENSION PERIOD") of not more than sixty (60) days in this Agreement, the Company shall any single instance and not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, more than ninety days in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof aggregate during any twelve (12) month period after filing should be delayed to permit delivery by the Company to include in the registration statement Investors of (i) a Required Notice; or (ii) a certificate signed by the financial statements President or Chief Executive Officer of the Company certifying that the Board has made the good-faith determination (and A) that continued use by the Investors of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement or prospectus of material, nonpublic information concerning the Company, its business or prospects or any required audit opinion thereonproposed material transaction involving the Company, (B) for that such premature disclosure would be materially adverse to the then immediately preceding fiscal year Company, its business or fiscal quarter, as prospects or any such proposed material transaction or would make the case may be. The filing of a registration statement successful consummation by the Company canof any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Investors of such Registration Statement and prospectus for purposes of effecting offers or sales of Registrable Shares pursuant thereto. A Required Notice and the certificate described in subsection (ii) above are each referred to herein as a "SUSPENSION NOTICE." Upon receipt of a Suspension Notice, each Holder agrees not be deferred to sell any Registrable Securities pursuant to the provisions of the immediately preceding sentence beyond the time that Registration Statement until such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained Holder is advised in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto writing by the Company cannot that the Registration Statement and related prospectus may be deferredused, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Registration Statement and related prospectus (the "ADVICE"). Each Investor shall keep the fact of any Suspension Notice delivered by the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3Company and its contents confidential.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time whencontrary, in the good faith judgment event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Board Registration Statement for amendments or supplements to a Registration Statement or prospectus or for additional information; (ii) of Directors, the filing thereof at issuance by the time requested SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements initiation of any proceedings for that purpose; (iii) of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement receipt by the Company cannot be deferred pursuant of any notification with respect to the provisions suspension of the immediately preceding sentence beyond the time that such financial statements (qualification or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation exemption from qualification of any of the foregoing proposals Registrable Shares for sale in any jurisdiction or transactions orthe initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any eventuntrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the Investor of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement or prospectus of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Investor of such Registration Statement and prospectus for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the Company shall promptly furnish to the Investor a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company setting forth one or more of the above described circumstances, and the right of the Investor to use the Registration Statement (and the prospectus relating thereto) shall be suspended for a period (the "Suspension Period") of not more than 30 ninety (90) days after delivery by the date Company of the determination certificate referred to above in this Section 11. During the Suspension Period, the Investor shall not offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement or prospectus and Investor shall keep the fact of the Board of Directors pursuant above described certificate and its contents confidential. The Company shall use commercially reasonable efforts to the immediately preceding sentence of this Section 5.3terminate any Suspension Period as promptly as commercially practicable.

Deferral. Notwithstanding anything in this Warrant Agreement to the contrary contained in this Agreementcontrary, if the Company Issuer shall not be obligated furnish to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the holders of Registrable Securities a certificate signed by the Chief Executive Officer of the Issuer stating that the Board of Directors of the Issuer has made the good faith judgment determination (a) that continued use by the Holders of a registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Board of DirectorsSecurities Act, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include premature disclosure in the registration statement (or the financial statements prospectus relating thereto) of material, nonpublic information concerning the Company Issuer, its business or prospects or any proposed material transaction involving the Issuer, (b) that such premature disclosure would be materially adverse to the Issuer, its business or prospects or any such proposed material transaction or would make the successful consummation by the Issuer of any such material transaction significantly less likely and (c) that it is therefore essential to suspend the use by such holders of any such registration statement (and any required audit opinion thereonthe prospectus relating thereto) for the then immediately preceding fiscal year purposes of effecting offers or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under pursuant thereto, then the right of such holders to use any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement (and the prospectus relating thereto) for purposes of effecting offers or the offering sales of securities Registrable Securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto be suspended until further notice by the Company cannot be deferredIssuer (the "SUSPENSION PERIOD"). During the Suspension Period, and none of the rights of holders of Registrable Securities shall offer or sell any Registrable Securities pursuant to or in reliance upon any such registration statement (or the prospectus relating thereto). In the event the Issuer exercises the suspension rights set forth herein (the "SUSPENSION RIGHT"), such suspension will continue for such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Issuer or until such time as the registration statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make sales pursuant to an effective registration statement canthe statements therein not be suspended, pursuant to the provisions misleading in light of the immediately preceding sentencecircumstances under which they were made, each as determined in good faith by the Issuer. The Issuer agrees to notify the holders of Registrable Securities promptly upon termination of the Suspension Right. Notwithstanding the foregoing, under no circumstances shall the Issuer be entitled to exercise the Suspension Right for a period of more than 15 thirty (30) days after the abandonment or consummation of during any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3twelve (12) month period.

Deferral. Notwithstanding anything to the contrary contained in this Agreementforegoing, (i) the Company shall not be obligated to prepare register or qualify Registrable Securities for sale and filedistribution pursuant to this Section 2: (a) if, or within ten (10) days of the receipt of the Investor’s request to register any Registrable Securities under Section 2, the Company gives notice to the Investor of its bona fide intention to effect the filing for its own account of a registration statement of Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its best efforts to cause that registration statement to become effectiveeffective within sixty (60) days of the initial filing; provided, further, that the Investor is entitled to join such registration subject to Section 3 of this Schedule; (b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any registration statement pertaining to Ordinary Shares of the Company filed pursuant to this Agreement at Schedule, including without limitation Section 3 of this Schedule; or (iii) in any time whenparticular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting the proposed registration or qualification, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, and (ii) if the Company shall furnish to the Investor pursuant to this Section 2, a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board of DirectorsBoard, the filing thereof at the time requested or the effectiveness thereof after filing should it would be delayed materially detrimental to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) its shareholders for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with at such time, then the SEC as part Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Qrequest of the Investor; provided, as the case may behowever, if that the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained may not utilize this right more than once in this Agreementany twelve (12) month period; provided further, that the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties register any other of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of its Ordinary Shares during such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence twelve- (12-) month period. A demand right shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a be deemed to have been exercised until such deferred registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3shall have been effected.

Deferral. Notwithstanding anything The right of the Holders to use the contrary contained Registration Statement (and the prospectus relating thereto) shall be suspended for a period or periods (the “Suspension Period”) of not more than thirty (30) days in this Agreement, the Company shall any single instance and not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, more than sixty (60) days in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof aggregate during any twelve (12) month period after filing should be delayed to permit delivery by the Company to include in the registration statement Holders of (i) a Required Notice; or (ii) a certificate signed by the financial statements President or Chief Executive Officer of the Company certifying that the Board has made the good-faith determination (and A) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement or prospectus of material, nonpublic information concerning the Company, its business or prospects or any required audit opinion thereonproposed material transaction involving the Company, (B) for that such premature disclosure would be materially adverse to the then immediately preceding fiscal year Company, its business or fiscal quarter, as prospects or any such proposed material transaction or would make the case may be. The filing of a registration statement successful consummation by the Company canof any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Holders of such Registration Statement and prospectus for purposes of effecting offers or sales of Registrable Shares pursuant thereto. A Required Notice and the certificate described in subsection (ii) above are each referred to herein as a “Suspension Notice.” Upon receipt of a Suspension Notice, each Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder is advised in writing by the Company that the Registration Statement and related prospectus may be deferred pursuant used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Registration Statement and related prospectus (the “Advice”). Each Holder shall keep the fact of any Suspension Notice delivered by the Company and its contents confidential. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder beyond the Suspension Period shall be subject to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.32.2.

Deferral. (i) Notwithstanding anything to the contrary contained in this Agreementforegoing, the Company shall not be obligated to prepare and fileeffect, or cause to become effectivetake any action to effect, any registration statement Registration pursuant to this Agreement at Clause 2.1: (1) if, within ten (10) days of the receipt of any time whenrequest of JOYY to Register any Registrable Securities under Clause 2.1(a) or Clause 2.1(b), the Company gives notice to JOYY of its bona fide intention to effect the filing for its own account of a Registration Statement of Ordinary Shares within sixty (60) days of receipt of that request; provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of receipt of that request; provided, further, that JOYY is entitled to join such Registration in accordance with Clause 2.2 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to Ordinary Shares other than an Exempt Registration; provided that JOYY is entitled to join such Registration in accordance with Clause 2.2; or (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction and except as may be required by the Securities Act. (ii) If, after receiving a request from JOYY pursuant to Clause 2.1(a) or Clause 2.1(b), the Company furnishes to JOYY a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board its board of Directorsdirectors, the filing thereof at the time requested or the effectiveness thereof after filing should it would be delayed materially detrimental to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) or its members for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required Registration Statement to be filed with in the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Qnear future, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not have the right to defer such filing for a period during which such filing would be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect theretodetrimental; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company canmay not be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, utilize this right for more than 15 ninety (90) days after the abandonment on any one occasion or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after once during any twelve (12) month period; provided, further, that the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3Company may not Register any other its securities during such period (except for Exempt Registrations).

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, if the Company shall not be obligated furnish to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the Holders a certificate signed by the Chief Executive Officer of the Company stating that the Board of Directors of the Company has made the good faith judgment determination (a) that continued use by the Holders of a registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Board of DirectorsAct, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include premature disclosure in the registration statement (or the financial statements prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (b) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (c) that it is therefore essential to suspend the use by the Holders of any such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Holders to use any such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended until further notice by the Company (and the "Suspension Period"). During the Suspension Period, none of the Holders shall offer or sell any required audit opinion thereon) Registrable Securities pursuant to or in reliance upon any such registration statement (or the prospectus relating thereto). In the event the Company exercises the suspension rights set forth herein (the "Suspension Right"), such suspension will continue for such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the then immediately preceding fiscal year Company or fiscal quarter, until such time as the case may be. The filing registration statement does not include any untrue statement of a registration statement by the Company cannot be deferred pursuant material fact or omit to the provisions of the immediately preceding sentence beyond the time that such financial statements (or state any required audit opinion thereon) would be material fact required to be filed with stated therein or necessary to make the SEC as part statements therein not misleading in light of the circumstances under which they were made, each as determined in good faith by the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company agrees to notify the Holders promptly upon termination of the Suspension Right. Notwithstanding the foregoing, as the case may be, if under no circumstances shall the Company were then obligated be entitled to file such reports. Notwithstanding anything to exercise the contrary contained in this Agreement, the Company shall not be obligated to cause Suspension Right for a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties period of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 thirty (30) days after the abandonment or consummation of during any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3twelve (12) month period.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, if the Company shall not be obligated furnish to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the Holders a certificate signed by the Chief Executive Officer of the Company stating that the Board of Directors of the Company has made the good faith judgment determination (a) that continued use by the Holders of a registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Board of DirectorsAct, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include premature disclosure in the registration statement (or the financial statements prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (b) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely; and (c) that it is therefore essential to suspend the use by the Holders of any such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Holders to use any such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended until further notice by the Company (and the "SUSPENSION PERIOD"). During the Suspension Period, none of the Holders shall offer or sell any required audit opinion thereon) Registrable Securities pursuant to or in reliance upon any such registration statement (or the prospectus relating thereto). In the event the Company exercises the suspension rights set forth herein (the "SUSPENSION RIGHT"), such suspension will continue for such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the then immediately preceding fiscal year Company or fiscal quarter, until such time as the case may be. The filing registration statement does not include any untrue statement of a registration statement by the Company cannot be deferred pursuant material fact or omit to the provisions of the immediately preceding sentence beyond the time that such financial statements (or state any required audit opinion thereon) would be material fact required to be filed with stated therein or necessary to make the SEC as part statements therein not misleading in light of the circumstances under which they were made, each as determined in good faith by the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company agrees to notify the Holders promptly upon termination of the Suspension Right. Notwithstanding the foregoing, as the case may be, if under no circumstances shall the Company were then obligated be entitled to file such reports. Notwithstanding anything to exercise the contrary contained in this Agreement, the Company shall not be obligated to cause Suspension Right for a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties period of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 thirty (30) days after the abandonment or consummation of during any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3twelve (12) month period.

Deferral. Notwithstanding anything in this Agreement to the contrary contained contrary, if the Company shall furnish to the selling Investors a certificate signed by the President or Chief Financial Officer of the Company stating that the Board of Directors of the Company has made the good faith determination (i) that continued use by the selling Investors of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Investors of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the "Suspension Period") of not more than 45 days after delivery by the Company of the certificate referred to above in this AgreementSection 10. During the Suspension Period, none of the Investors shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). Notwithstanding the foregoing, the Company shall not be obligated entitled to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 Suspension Periods totaling more than 90 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by consecutive twelve-month period during the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence term of this Section 5.3Agreement.

Deferral. Notwithstanding anything to the contrary contained in this Agreementforegoing, (i) the Company shall not be obligated to prepare register or qualify Registrable Securities for sale and filedistribution pursuant to this Section 2: (a) if, or within ten (10) days of the receipt of the Investor’s request to register any Registrable Securities under Section 2, the Company gives notice to the Investor of its bona fide intention to effect the filing for its own account of a registration statement of Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its best efforts to cause that registration statement to become effectiveeffective within sixty (60) days of the initial filing; provided, further, that the Investor is entitled to join such registration subject to Section 3 of this Schedule; (b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any registration statement pertaining to Ordinary Shares of the Company filed pursuant to this Agreement at Schedule, including without limitation Section 3 of this Schedule; or (iii) in any time whenparticular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting the proposed registration or qualification, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, and (ii) if the Company shall furnish to the Investor pursuant to this Section 2, a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board of DirectorsBoard, the filing thereof at the time requested or the effectiveness thereof after filing should it would be delayed materially detrimental to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) its shareholders for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with at such time, then the SEC as part Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Qrequest of the Investor; provided, as however, that the case ​ ​ ​ Company may benot utilize this right more than once in any twelve (12) month period; provided further, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, that the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties register any other of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of its Ordinary Shares during such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence twelve- (12-) month period. A demand right shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a be deemed to have been exercised until such deferred registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3shall have been effected.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, if the Company shall not be obligated furnish to prepare and file, the Holders a certificate signed by the President or cause to become effective, any registration statement pursuant to this Agreement at any time when, in Chief Executive Officer of the Company stating that the Board of Directors of the Company has made the good faith judgment determination (a) that continued use by the Holders of an effective registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Board of DirectorsAct, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include premature disclosure in the registration statement (or the financial statements prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (b) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (c) that it is therefore essential to suspend the use by the Holders of any such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Holders to use any such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended until further notice by the Company (and any required audit opinion thereonthe "Suspension Period"); provided, however, that (i) for the then immediately preceding fiscal year or fiscal quarter, as Suspension Period shall not exceed ninety (90) days following the case may be. The filing of a registration statement delivery by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond certificate referred to above in this Section 1.12 and (ii) the Company will use its reasonable best efforts to notify the Holders at such time that such financial statements (or any required audit opinion thereon) would be required it is no longer essential to be filed with suspend the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales use by the Parties Holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or (and the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect prospectus relating thereto; provided that deferrals ) pursuant to this sentence Section 1.12. During the Suspension Period, none of the Holders shall not exceed, in the aggregate, 120 days in offer or sell any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective or in reliance upon any such registration statement cannot be suspended, pursuant to (or the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3prospectus relating thereto).

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may becontrary, if the Company were then obligated to file such reports. Notwithstanding anything shall furnish to the contrary contained selling Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination that either: (A) any event or circumstance has occurred or will occur, which upon the advice of counsel, necessitates the making of any changes in any Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that in the case of such Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (B) (i) continued use by the selling Purchasers of a Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in such Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company; (ii) such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely; and (iii) it is therefore essential to suspend the use by the Purchasers of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Purchasers to use such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than 30 calendar days after delivery by the Company of the certificate referred to above in this AgreementSection 11; provided, however that the Company shall not be obligated entitled to cause a registration statement previously filed pursuant hereto to become effectiveno more than two such Suspension Periods during any 12-month period. During the Suspension Period, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment none of the Board of DirectorsPurchasers shall offer or sell, it reasonably believes that or attempt to offer or sell, any Registrable Shares pursuant to or in reliance upon the effectiveness of such registration statement Registration Statement (or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect prospectus relating thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year). The filing of a registration statement, or Company shall use reasonable best efforts to terminate any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3Suspension Period as promptly as practicable.

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, the Company if Wave shall not be obligated furnish to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of BIZ a registration statement certificate signed by the Company cannot be deferred pursuant to the provisions President or Chief Financial Officer of the immediately preceding sentence beyond the time Wave stating that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors of Wave has made the good faith determination (i) that continued use by BIZ of a Registration Statement for purposes of effecting offers or sales of Registration Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning Wave, its business or prospects or any proposed material transaction involving Wave, (ii) that such premature disclosure would be materially adverse to Wave, its business or prospects or any such proposed material transaction significantly less likely and (iii) that it is therefore advisable to suspend the use by BIZ of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registration Shares pursuant thereto, then the right of BIZ to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registration Shares pursuant thereto shall be suspended for a period (the "Suspension Period") of not more than 90 days after delivery by Wave of the certificate referred to above in this Section 5.09. During the Suspension Period, BIZ shall not offer or sell any Registration Shares pursuant to or in reliance upon the immediately preceding sentence Registration Statement (or the prospectus relating thereto). Notwithstanding the foregoing, Wave shall not be entitled to Suspension Periods and Extension Periods totaling, when combined, more than 180 days in any consecutive twelve-month period during the term of this Section 5.3Agreement.

Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, If (i) in the good faith judgment of the Board of DirectorsDirectors of the Company, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by covering the Company cannot be deferred Registrable Securities (other than a registration statement filed pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereonSection 1.1(b)) would be required materially detrimental to be filed the Company, because such action would (1) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the SEC Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as part confidential; or (3) render the Company unable to comply with requirements under the Securities Act or the Exchange Act of 1934 (the "Exchange Act"), and the Board of Directors of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-QCompany concludes, as a result, that it is in the case may be, if best interests of the Company were then obligated to file defer the filing of such reports. Notwithstanding anything to the contrary contained in this Agreementregistration statement at such time, and (ii) the Company shall not be obligated promptly furnish to cause such Stockholders a registration statement previously filed pursuant hereto to become effective, and may suspend sales certificate signed by the Parties President and General Counsel, if any, of Registrable Securities under any registration the Company stating that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsDirectors of the Company, it reasonably believes would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the effectiveness best interests of the Company to defer the filing of such registration statement or statement, then (in addition to the offering limitations set forth in Section 1.1(c) above) the Company shall have the right to defer such filing for a period of securities pursuant thereto would materially adversely affect a pending or proposed acquisitionnot more than ninety (90) days after receipt of the request of the Stockholders; provided, mergerhowever, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect theretothat the Company shall not defer its obligation in this manner more than once in any twelve-month period; provided further that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Company to defer such filing or effectiveness shall be further confirmed by the Board of Directors at its next meeting, or, it is not so confirmed, such deferral, if still in effect, shall immediately terminate; provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating solely to employee benefit plans, a registration relating to the immediately preceding sentence offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales. The Company shall promptly notify the Stockholders of the expiration of any period during which it exercised its rights under this Section 5.31.1(d). The Company agrees that, in the event it exercises its rights under this Section 1.1(d), it shall, prior to the expiration of the applicable deferral period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred registration statement.

Deferral. Notwithstanding anything to The Company may defer the contrary contained in this Agreementfiling of a Demand Registration until a date not later than one hundred eighty (180) days after the Required Filing Date (or, if longer, one hundred eighty (180) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company shall 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 obligated required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially adverse to prepare the Company and fileits stockholders, or cause (ii) prior to become effectivereceiving the Demand Request, any the Board of Directors 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 Agreement at any time whenSection 1.3 shall be lifted, and the requested registration statement shall be filed within 30 days of such lifting of the deferral, if, in the good faith judgment case of a deferral pursuant to clause (i) of the Board of Directorspreceding sentence, the filing thereof at the time requested negotiations or the effectiveness thereof after filing should be delayed to permit the Company to include other activities are disclosed or terminated, or, in the registration statement the financial statements case of a deferral pursuant to clause (ii) of the Company (and any required audit opinion thereon) preceding sentence, the proposed registration for the then immediately preceding fiscal year Company's account is abandoned or fiscal quarter, as delayed by the case may beCompany. The In order to defer the filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this AgreementSection 1.3, the Company shall not be obligated promptly (but in any event within ten (10) days), upon determining to cause seek such deferral, deliver to the Purchaser a registration statement previously filed pursuant hereto to become effective, and may suspend sales certificate signed by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment an executive officer of the Board of Directors, it reasonably believes Company stating that the effectiveness of Company is deferring such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals filing pursuant to this sentence shall not exceedSection 1.3 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, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto Purchaser may withdraw such Demand Request by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant giving notice to the provisions of Company; if withdrawn, the immediately preceding sentence, Demand Request shall be deemed not to have been made for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence all purposes of this Section 5.3Agreement.

Deferral. Notwithstanding anything the foregoing, but subject to the contrary contained in this Agreementimmediately following sentence, the Company shall not be obligated may delay by up to prepare and file60 consecutive days, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in as appropriate (the good faith judgment "Delay Period") the filing dates of the Board of Directors, Initial Automatic Shelf Registration Statements and following the filing effective dates thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated may, from time to cause a registration statement previously filed pursuant hereto to become effectivetime, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement Initial Automatic Shelf Registration Statement for up to 60 consecutive days, as appropriate (a "Suspension Period"), in each case by giving written notice to the Purchaser, if the Board shall have determined, in its reasonable judgment, that the Company shall be required to disclose any material corporate development which disclosure would have a material effect on the Company in light of its current or future business plans ("Material Information"). Notwithstanding the offering foregoing to the contrary, (i) the total number of securities pursuant thereto would materially adversely affect days in which a pending Delay Period or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence Suspension Period is in effect shall not exceednot, in the aggregate, exceed 120 days in during any calendar year. The filing of consecutive 365-day period (the "Suspension Limit") and (ii) a registration statement, Suspension Period or any amendment or supplement thereto by the Company canDelay Period shall not be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than begin until 30 days after the date completion of a Suspension Period or Delay Period. The Purchaser agrees that, upon receipt of any written notice from the Company of a Suspension Period, the Purchaser shall forthwith discontinue disposition of shares during any Suspension Period through the Shelf Registration until the Purchaser (i) is advised in writing by the Company that the use of the determination applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, and/or (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. During any Delay Period or Suspension Period, the Board Purchaser agrees to maintain in confidence and not to disclose to any other person the fact of Directors such Delay Period or Suspension Period or any other information concerning it (including, without limitation, the notice from the Company relating thereto) until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) the Purchaser shall be required to so disclose such information pursuant to subpoena or order of any court or other governmental agency or body having jurisdiction over the immediately preceding sentence matter (subject to the requirements of this Section 5.3such order, and only after the Purchaser shall have given the Company prompt prior written notice of such requirement).

Deferral. Notwithstanding anything in this Agreement to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time whencontrary, in the good faith judgment event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Board Registration Statement for amendments or supplements to a Registration Statement or prospectus or for additional information; (ii) of Directors, the filing thereof at issuance by the time requested SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements initiation of any proceedings for that purpose; (iii) of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement receipt by the Company cannot be deferred pursuant of any notification with respect to the provisions suspension of the immediately preceding sentence beyond the time that such financial statements (qualification or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation exemption from qualification of any of the foregoing proposals Registrable Shares for sale in any jurisdiction or transactions orthe initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any eventuntrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the Investor of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement or prospectus of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Investor of such Registration Statement and prospectus for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the Company shall promptly furnish to the Investor a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company setting forth one or more of the above described circumstances, and the right of the Investor to use the Registration Statement (and the prospectus relating thereto) shall be suspended for a period (the “Suspension Period”) of not more than 30 ninety (90) days after delivery by the date Company of the determination certificate referred to above in this Section 11. During the Suspension Period, the Investor shall not offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement or prospectus and Investor shall keep the fact of the Board of Directors pursuant above described certificate and its contents confidential. The Company shall use commercially reasonable efforts to the immediately preceding sentence of this Section 5.3terminate any Suspension Period as promptly as commercially practicable.

Deferral. Notwithstanding anything The right of the Holders to use the contrary contained Registration Statement (and the prospectus relating thereto) shall be suspended for a period or periods (the “Suspension Period”) of not more than thirty (30) days in this Agreement, the Company shall any single instance and not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, more than sixty (60) days in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof aggregate during any twelve (12) month period after filing should be delayed to permit delivery by the Company to include in the registration statement Holders of (i) a Required Notice; or (ii) a certificate signed by the financial statements President or Chief Executive Officer of the Company certifying that the Board has made the good-faith determination (and A) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement or prospectus of material, nonpublic information concerning the Company, its business or prospects or any required audit opinion thereonproposed material transaction involving the Company, (B) for that such premature disclosure would be materially adverse to the then immediately preceding fiscal year Company, its business or fiscal quarter, as prospects or any such proposed material transaction or would make the case may be. The filing of a registration statement successful consummation by the Company canof any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Holders of such Registration Statement and prospectus for purposes of effecting offers or sales of Registrable Shares pursuant thereto. A Required Notice and the certificate described in subsection (ii) above are each referred to herein as a “Suspension Notice.” Upon receipt of a Suspension Notice, each Holder agrees not be deferred to sell any Registrable Securities pursuant to the provisions of the immediately preceding sentence beyond the time that Registration Statement until such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained Holder is advised in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto writing by the Company cannot that the Registration Statement and related prospectus may be deferredused, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Registration Statement and related prospectus (the “Advice”). Each Holder shall keep the fact of any Suspension Notice delivered by the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3Company and its contents confidential.

Deferral. Notwithstanding anything in this Agreement to the contrary contained contrary, if the Company shall furnish to the selling Investors a certificate signed by the President of the Company stating that the Board of Directors of the Company has made the good faith determination, based on advice of counsel, (i) that continued use by the selling Investors of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Investors of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the "Suspension Period") of not more than 60 days for any single suspension event after delivery by the Company of the certificate referred to above in this AgreementSection 11; provided, however that the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to utilize this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days right more than twice in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company can12-month period and not be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more sooner than 30 days after the date end of the determination prior Suspension Period; and provided, further that the right of selling Investors shall not be suspended for more than an aggregate of 90 days in any 12-month period. During the Suspension Period, none of the Board of Directors Investors shall offer or sell any Registrable Shares pursuant to or in reliance upon the immediately preceding sentence of this Section 5.3Registration Statement (or the prospectus relating thereto).