Common use of Delay Periods; Suspension of Sales Clause in Contracts

Delay Periods; Suspension of Sales. (i) If, at any time prior to the expiration of the Registration Period (as defined below), in the good faith reasonable judgment of the Company's Board of Directors, the disposition of Registrable Securities pursuant to the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a "Disclosure Delay Period") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 3(g)(ii) below, up to twenty (20) days after the date on which the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) days. (ii) The Company will give prompt written notice, in the manner prescribed by Section 3(e) hereof, to the Investors of each Disclosure Delay Period. If practicable, such notice shall estimate the duration of such Disclosure Delay Period. Each Investor agrees that, upon receipt of a Disclosure Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor will forthwith discontinue the disposition of such Registrable Securities pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of such Registrable Securities until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (ia) If, If at any time prior to the expiration Expiration Date, the Corporation determines that compliance by the Corporation with its disclosure obligations in connection with a Registration Statement may require the disclosure of information which the Board of Directors of the Registration Period (Corporation has Identified as defined below), in material and which the good faith reasonable judgment of the Company's Board of Directors, Directors has determined that the disposition of Registrable Securities pursuant to the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the CompanyCorporation has a bona fide business purpose for preserving as confidential, then the Company Corporation shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a an "Disclosure Information Delay Period") expiring upon three business days after the earlier to occur of (iA) the date on which such material information is disclosed to the public or ceases to be material or the Corporation is able to so comply with its disclosure obligations and Commission requirements or (iiB) subject to Section 3(g)(ii) below, up to twenty (20) 45 days after the date on which Corporation notifies the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) days. (ii) The Company will give prompt written notice, in the manner prescribed by Section 3(e) hereof, to the Investors of each Disclosure Delay Period. If practicable, such notice shall estimate the duration Holders of such Disclosure Delay Perioddetermination. Each Investor agrees that, upon receipt of a Disclosure Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor will forthwith discontinue the disposition of such Registrable Securities pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of such Registrable Securities until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof There shall not apply to the Disclosure be more than four Information Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be two Information Delay Periods during any contiguous 135 day period. (b) If at any time prior to the Expiration Date, the Corporation is advised by an investment banking firm that sales of Securities pursuant to a Registration Statement at such time would materially adversely affect any immediately planned underwritten public offering of securities by the Corporation of at least $5 million, the Corporation shall not be required to maintain the effectiveness of such Registration Statement or amend or supplement such Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such public offering and expiring three business days after the earliest to occur of (i) the abandonment of such financing or (ii) 90 days after the completion of such financing. There shall not be more than an aggregate of sixty two Transaction Delay Periods. (60c) calendar days in any twelve (12) month period during which the Company is in a Disclosure A Transaction Delay Period nor more than and an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in Information Delay Period are hereinafter collectively referred to as "Delay Periods" or a Disclosure Delay Period."

Delay Periods; Suspension of Sales. (ia) If, If at any time prior to the expiration of the Registration Period Effectiveness Period, counsel to the Company (as defined below), which counsel shall be experienced in the securities laws matters) has determined in good faith reasonable judgment that the filing of the Company's Board of Directors, Shelf Registration Statement or the disposition of Registrable Securities pursuant to compliance by the Company with its disclosure obligations in connection with the Shelf Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the CompanyCompany has a bona fide business purpose for preserving as confidential, then the Company may delay the filing of the Shelf Registration Statement (if not then filed) and shall not be required to maintain the effectiveness of thereof or amend or supplement the Shelf Registration Statement for a period (a an "Disclosure Information Delay Period") expiring upon the earlier to occur of (iA) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (B) 30 days after counsel to the Company makes such good faith determination. There shall not be more than four Information Delay Periods during the Effectiveness Period, and there shall not be two Information Delay Periods during any contiguous 90 day period. (b) If at any time prior to the expiration of the Effectiveness Period, the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm's written reasonable opinion addressed to the Company (a copy of which shall be delivered to each Holder of Transfer Restricted Securities registered under the Shelf Registration Statement), sales of Common Stock pursuant to the Shelf Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company of at least $5 million, the Company shall not be required to maintain the effectiveness of the Shelf Registration Statement or amend or supplement the Shelf Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring upon the earliest to occur of (i) the abandonment of such financing or (ii) subject to Section 3(g)(ii) below, up to twenty (20) 90 days after the date on which completion of such financing. There shall not be more than two Transaction Delay Periods during the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) daysEffectiveness Period. (iic) A Transaction Delay Period and an Information Delay Period are hereinafter collectively referred to as "Delay Periods" or a "Delay Period." The Company will give prompt written notice, in the manner prescribed by Section 3(e10(a) hereof, to the Investors each Holder of each Disclosure Delay Period. If Such notice shall be given (i) in the case of a Transaction Delay Period, 30 days in advance of the commencement of such Delay Period and (ii) in the case of an Information Delay Period, as soon as practicable after the circumstances giving rise thereto are identified. Such notice shall state to the extent, if any, as is practicable, such notice shall an estimate of the duration of such Disclosure Delay Period. Each Investor Holder, by his acceptance of any Transfer Restricted Securities, agrees that, that (i) upon receipt of a Disclosure such notice of an Information Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor it will forthwith discontinue the disposition of such Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, (ii) upon receipt of such notice of a Transaction Delay Period it will forthwith discontinue disposition of the Common Stock pursuant to the Shelf Registration Statement and (iii) in either such case, will not deliver any prospectus forming a part thereof of the Shelf Registration Statement in connection with any sale of such Registrable Transfer Restricted Securities or Common Stock, as the case may be, until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (i) If, at any time prior to the expiration of the Registration Period (as defined below), in the good faith reasonable judgment of the Company's ’s Board of Directors, the disposition of Registrable Securities pursuant to the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a "“Disclosure Delay Period"”) expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 3(g)(ii) below, up to twenty thirty (2030) days after the date on which the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "“Disclosure Delay Period Notice"”). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty thirty (2030) days. (ii) The Company will give prompt written notice, in the manner prescribed by Section 3(e) hereof, to the Investors of each Disclosure Delay Period. If practicable, such notice shall estimate the duration of such Disclosure Delay Period. Each Investor agrees that, upon receipt of a Disclosure Delay Period Notice prior to the Investor's ’s disposition of all such Registrable Securities, Investor will forthwith discontinue the disposition of such Registrable Securities pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of such Registrable Securities until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty thirty (2030) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (i) If, at any time prior to the expiration of the Registration Period (as defined below), in the good faith reasonable judgment of the Company's Board of Directors, the disposition of Registrable Securities pursuant to the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a "Disclosure Delay PeriodDISCLOSURE DELAY PERIOD") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 3(g)(ii3(b) belowhereof, up to twenty thirty (2030) calendar days after the date on which the Company provides a notice to the Investors under Section 3(e4(f) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice")misleading. For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty thirty (2030) calendar days. (ii) The Company will give prompt written notice, in the manner prescribed by Section 3(e) 12 hereof, to the Investors of each Disclosure Delay Period. Advance notice of the Disclosure Delay Period shall be given to the extent practicable. If practicable, such notice shall estimate the duration of such Disclosure Delay Period. Each Investor Investor, by accepting Registrable Securities upon conversion of shares of Preferred Stock, agrees that, upon receipt of a Disclosure Delay Period Notice such notice prior to the Investor's disposition of all such Registrable Securities, Investor will forthwith discontinue the disposition of such Registrable Securities pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of such Registrable Securities until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty one hundred twenty (60120) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty thirty (2030) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (ia) If, If at any time prior to the expiration of the Registration Period Effectiveness Period, counsel to the Company (as defined below), which counsel shall be experienced in the securities laws matters) has determined in good faith that it is reasonable judgment to conclude that the filing of a registration statement pursuant to Section 2.1(a) or the compliance by the Company with its disclosure obligations in connection with such registration statement may require the disclosure of information which the Board of Directors of the Company's Company has identified as material and which the Board of Directors, Directors has determined that the disposition of Registrable Securities pursuant to the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the CompanyCompany has a BONA FIDE business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of such registration statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness of thereof or amend or supplement the Registration Statement such registration statement for a period (a an "Disclosure Information Delay Period") expiring upon three business days after the earlier to occur of (iA) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (iiB) subject to Section 3(g)(ii) below, up to twenty (20) 90 days after the date on which Company notifies the Company provides a notice to Holders of the Investors under Section 3(e) hereof stating that the failure to disclose Shares included therein of such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure good faith determination. Each such Information Delay Period Notice")begun during the Effectiveness Period shall suspend the Effectiveness Period until the end of each such Information Delay Period. For the avoidance of doubt, in There shall be permitted no event shall a Disclosure more than two Information Delay Period exceed twenty (20) daysPeriods during any twelve month period. (iib) The Company will give prompt written notice, in the manner prescribed by Section 3(e) hereof, to the Investors of each Disclosure Delay Period. If practicable, such notice shall estimate the duration of such Disclosure Delay Period. Each Investor agrees that, upon receipt of a Disclosure Delay Period Notice at any time prior to the Investorexpiration of the Effectiveness Period, the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm's disposition written reasonable opinion addressed to the Company (a copy of all such Registrable Securitieswhich shall be delivered to each Holder of Shares Registered under the registration statement), Investor will forthwith discontinue the disposition sales of such Registrable Securities Shares pursuant to such registration statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of such Registrable Securities until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contraryCompany, the Company shall not deliver be required to maintain the effectiveness of such registration statement or amend or supplement such registration statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring three business days after the earliest to occur of (A) the abandonment of such financing or (B) 90 days after the completion of such financing. Each such Transaction Delay Period begun during the Effectiveness Period shall suspend the Effectiveness Period until the end of each such Transaction Delay Period. There shall be permitted no more than two Transaction Delay Periods during any twelve month period. (2c) Disclosure A Transaction Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Information Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in are hereinafter collectively referred to as "Delay Periods" or a Disclosure Delay Period."

Delay Periods; Suspension of Sales. (i) a. If, at any time prior to the expiration of the Registration Period (as defined below), in the good faith reasonable judgment of the Company's Board of Directors, the disposition of Registrable Securities pursuant to the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a "Disclosure Delay Period") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 3(g)(ii3(b) belowhereof, up to twenty thirty (2030) calendar days after the date on which the Company provides a notice to the Investors under Section 3(e4(f) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice")misleading. For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty thirty (2030) calendar days. (ii) b. The Company will give prompt written notice, in the manner prescribed by Section 3(e) 12 hereof, to the Investors of each Disclosure Delay Period. Advance notice of the Disclosure Delay Period shall be given to the extent practicable. If practicable, such notice shall estimate the duration of such Disclosure Delay Period. Each Investor Investor, by accepting Registrable Securities upon conversion of shares of Preferred Stock or exercise of Warrants, agrees that, upon receipt of a Disclosure Delay Period Notice such notice prior to the Investor's disposition of all such Registrable Securities, Investor will forthwith discontinue the disposition of such Registrable Securities pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of such Registrable Securities until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty thirty (2030) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period. c. The Company shall not be obligated to file any Registration Statement pursuant to this Agreement within 120 days after the effectiveness of any registration statement registering securities of the Company pursuant to the December 1994 Agreement or the September 1994 Amended Agreement or the VVI Warrant; provided, however, that the conditions of Section 9(b) of the December 1994 Agreement or Section 6.14 of the September 1994 Amended Agreement or Section 7(l) of the VVI Warrant, as applicable, shall have been satisfied; provided, further, however, that if such 120 day delay occurs, the Company shall issue to each Investor a number of warrants, having identical terms, provisions and conditions as the Warrants, equal to the number of Warrants purchased by such Investor pursuant to the Securities Purchase Agreement. For the avoidance of doubt, the failure to have the Registration Statement declared effective by the SEC on or before the Registration Deadline including, but not limited to, a failure caused by the occurrence of a 120 day delay pursuant to this Section 3(c), shall in no way affect the Company's payment obligations pursuant to Section 2(b) hereof.

Delay Periods; Suspension of Sales. (ia) If, If at any time prior to the expiration of the Registration Effectiveness Period counsel to the Company (which counsel shall be experienced in securities laws matters) has determined in good faith (as defined below), in evidenced by a written statement to that effect delivered to the good faith reasonable judgment Board of Directors of the Company's ) that it is reasonable to conclude that the filing of the Shelf Registration Statement or the compliance by the Company with its disclosure obligations in connection with the Shelf Registration Statement may require the disclosure of information which the Board of Directors, Directors of the disposition Company has identified as material and which the Board of Registrable Securities pursuant to Directors has determined that the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the CompanyCompany has a bona fide business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness of thereof or amend or supplement the Shelf Registration Statement for a period (a "Disclosure an “Information Delay Period"”) expiring upon three business days after the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (ii) subject to Section 3(g)(ii) below, up to twenty (20) 45 days after the date on which Company notifies the Company provides a notice to Holders of such good faith determination. There shall not be more than four Information Delay Periods during the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration StatementEffectiveness Period, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to and there shall not be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure two Information Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) daysPeriods during any contiguous 135 day period. (b) If at any time prior to the expiration of the Effectiveness Period the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm’s written reasonable opinion addressed to the Company, sales of Common Stock pursuant to the Shelf Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company of at least $5 million, the Company shall not be required to maintain the effectiveness of the Shelf Registration Statement or amend or supplement the Shelf Registration Statement for a period (a “Transaction Delay Period”) commencing on the date of pricing of such equity financing and expiring three business days after the earliest to occur of (i) the abandonment of such financing or (ii) 90 days after the completion of such financing. There shall not be more than two Transaction Delay Periods during the Effectiveness Period. (c) A Transaction Delay Period and an Information Delay Period are hereinafter collectively referred to as “Delay Periods” or a “Delay Period.” The Company will give prompt written notice, in the manner prescribed by Section 3(e) hereof8(b), to the Investors each Holder of each Disclosure Delay Period. If Such notice shall be given (i) in the case of a Transaction Delay Period, at least 20 days in advance of the commencement of such Delay Period and (ii) in the case of an Information Delay Period, as soon as practicable after the Board of Directors makes the determination referenced in Section 3(a). Such notice shall state to the extent, if any, as is practicable, such notice shall an estimate of the duration of such Disclosure Delay Period. Each Investor Holder, by his acceptance of any Transfer Restricted Securities, agrees that, that (i) upon receipt of a Disclosure such notice of an Information Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor Holder will forthwith discontinue the disposition of such Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, (ii) upon receipt of such notice of a Transaction Delay Period it will forthwith discontinue disposition of the Common Stock pursuant to the Shelf Registration Statement and (iii) in either such case, will not deliver any prospectus forming a part thereof of the Shelf Registration Statement in connection with any sale of such Registrable Transfer Restricted Securities until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (i) a. If, at any time prior to the expiration of the Registration Period (as defined below), if in the good faith reasonable judgment of the Company's Board of Directors, the disposition of Registrable Securities pursuant to the Registration Statement would require the premature disclosure of material non-public nonpublic information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of thereof or amend or supplement the Registration Statement for a period (a "Disclosure Delay PeriodDISCLOSURE DELAY PERIOD") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 3(g)(iiten (10) below, up to twenty (20) business days after the date on which the Company provides a notice to the Investors under Section 3(e4(f) hereof stating that the failure to disclose such non-public nonpublic information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) daysmisleading. (ii) The Company will give prompt written noticeb. If, in the manner prescribed by Section 3(e) hereof, to the Investors of each Disclosure Delay Period. If practicable, such notice shall estimate the duration of such Disclosure Delay Period. Each Investor agrees that, upon receipt of a Disclosure Delay Period Notice at any time prior to the Investor's disposition expiration of all such Registrable Securities, Investor will forthwith discontinue the disposition Registration Period and after the Effectiveness Date of such Registrable Securities the Registration Statement required to be filed pursuant to Section 2(a) hereof is declared effective by the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of such Registrable Securities until SEC (the expiration of such Disclosure Delay Period. In addition"Effectiveness Date"), the provisions Company undertakes an underwritten public offering of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contraryany class of its securities, then the Company shall not deliver more be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (an "OFFERING DELAY PERIOD") commencing no later than two the closing of such public offering and expiring no later than the thirtieth (230th) day following such commencement. c. If, at any time prior to the expiration of the Registration Period, an order is entered by a court of competent jurisdiction prohibiting the Company from taking action to have the Registration Statement covering the Registrable Securities declared effective by the SEC or requiring the Company to take action to render such Registration Statement ineffective for purposes of sales of the Registrable Securities as contemplated herein (a "COURT ORDER"), then the Company shall not be required to request or maintain, as the case may be, such effectiveness for a period (a "COURT ORDER DELAY PERIOD" and, collectively with the Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Offering Delay Period., a

Delay Periods; Suspension of Sales. (i) a. If, at any time prior to the expiration of the Registration Period (as defined below), in the good faith reasonable judgment of the Company's Board of Directors, the disposition of Registrable Securities pursuant to the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a "Disclosure Delay Period") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 3(g)(ii3(b) belowhereof, up to twenty thirty (2030) calendar days, but excluding the period of up to sixty (60) calendar days for the processing of any post-effective amendment to the Registration Statement, after the date on which the Company provides a notice to the Investors under Section 3(e4(f) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice")misleading. For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty thirty (2030) calendar days. (ii) b. The Company will give prompt written notice, in the manner prescribed by Section 3(e) 12 hereof, to the Investors of each Disclosure Delay Period. Advance notice of the Disclosure Delay Period shall be given to the extent practicable. If practicable, such notice shall estimate the duration of such Disclosure Delay Period. Each Investor Investor, by accepting Registrable Securities upon conversion of shares of Preferred Stock or exercise of Warrants, agrees that, upon receipt of a Disclosure Delay Period Notice such notice prior to the Investor's disposition of all such Registrable Securities, Investor will forthwith discontinue the disposition of such Registrable Securities pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of such Registrable Securities until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b2(c) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty thirty (2030) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (ia) If, If at any time prior to the expiration of the Registration Period Effectiveness Period, counsel to the Company (as defined below), which counsel shall be experienced in the securities laws matters) has determined in good faith that it is reasonable judgment to conclude that the filing of the Company's Shelf Registration Statement or the compliance by the Company with its disclosure obligations in connection with the Shelf Registration Statement may require the disclosure of information which the Board of Directors, Directors of the disposition Company has identified as material and which the Board of Registrable Securities pursuant to Directors has determined that the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the CompanyCompany has a bona fide business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness of thereof or amend or supplement the Shelf Registration Statement for a period (a an "Disclosure Information Delay Period") expiring upon the earlier to occur of (iA) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (B) 30 days after the Company notifies the Holders of such good faith determination. There shall not be more than three Information Delay Periods during the Effectiveness Period, and there shall not be two Information Delay Periods during any contiguous 90 day period. (b) If at any time prior to the expiration of the Effectiveness Period, the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm's written reasonable opinion addressed to the Company (a copy of which shall be delivered to each Holder of Transfer Restricted Securities registered under the Shelf Registration Statement), sales of Preferred Stock or Common Stock pursuant to the Shelf Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company of at least $5 million, the Company shall not be required to maintain the effectiveness of the Shelf Registration Statement or amend or supplement the Shelf Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring three business days after the earliest to occur of (i) the abandonment of such financing or (ii) subject to Section 3(g)(ii) below, up to twenty (20) 90 days after the date on which completion of such financing. There shall not be more than two Transaction Delay Periods during the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) daysEffectiveness Period. (iic) A Transaction Delay Period and an Information Delay Period are hereinafter collectively referred to as "Delay Periods" or a "Delay Period." The Company will give prompt written notice, in the manner prescribed by Section 3(e10(b) hereof, to the Investors each Holder of each Disclosure Delay Period. If Such notice shall be given (i) in the case of a Transaction Delay Period, at least 30 days in advance of the commencement of such Delay Period and (ii) in the case of an Information Delay Period, as soon as practicable after the Board of Directors makes the determination referenced in Section 3(a). Such notice shall state to the extent, if any, as is practicable, such notice shall an estimate of the duration of such Disclosure Delay Period. Each Investor Holder, by his acceptance of any Transfer Restricted Securities, agrees that, that (i) upon receipt of a Disclosure such notice of an Information Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor it will forthwith discontinue the disposition of such Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, (ii) upon receipt of such notice of a Transaction Delay Period it will forthwith discontinue disposition of the Common Stock pursuant to the Shelf Registration Statement and (iii) in either such case, will not deliver any prospectus forming a part thereof of the Shelf Registration Statement in connection with any sale of such Registrable Transfer Restricted Securities or Common Stock, as applicable, until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (ia) If, If at any time prior to the expiration of the Registration Period Effectiveness Period, counsel to the Company (as defined below), which counsel shall be experienced in the securities laws matters) has determined in good faith that it is reasonable judgment to conclude that the filing of the Company's Shelf Registration Statement or the compliance by the Company with its disclosure obligations in connection with the Shelf Registration Statement may require the disclosure of information which the Board of Directors, Directors of the disposition Company has identified as material and which the Board of Registrable Securities pursuant to Directors has determined that the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the CompanyCompany has a bona fide business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness of thereof or amend or supplement the Shelf Registration Statement for a period (a an "Disclosure Information Delay Period") expiring upon three business days after the earlier to occur of (iA) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (B) 45 days after the Company notifies the Holders of such good faith determination. There shall not be more than four Information Delay Periods during the Effectiveness Period, and there shall not be two Information Delay Periods during any contiguous 135 day period. (b) If at any time prior to the expiration of the Effectiveness Period, the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm's written reasonable opinion addressed to the Company (a copy of which shall be delivered to each Holder of Transfer Restricted Securities registered under the Shelf Registration Statement), sales of Common Stock pursuant to the Shelf Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company of at least $5 million, the Company shall not be required to maintain the effectiveness of the Shelf Registration Statement or amend or supplement the Shelf Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring three business days after the earliest to occur of (i) the abandonment of such financing or (ii) subject to Section 3(g)(ii) below, up to twenty (20) 90 days after the date on which completion of such financing. There shall not be more than two Transaction Delay Periods during the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) daysEffectiveness Period. (iic) A Transaction Delay Period and an Information Delay Period are hereinafter collectively referred to as "Delay Periods" or a "Delay Period." The Company will give prompt written notice, in the manner prescribed by Section 3(e10(b) hereof, to the Investors each Holder of each Disclosure Delay Period. If Such notice shall be given (i) in the case of a Transaction Delay Period, at least 20 days in advance of the commencement of such Delay Period and (ii) in the case of an Information Delay Period, as soon as practicable after the Board of Directors makes the determination referenced in Section 3(a). Such notice shall state to the extent, if any, as is practicable, such notice shall an estimate of the duration of such Disclosure Delay Period. Each Investor Holder, by his acceptance of any Transfer Restricted Securities, agrees that, that (i) upon receipt of a Disclosure such notice of an Information Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor it will forthwith discontinue the disposition of such Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, (ii) upon receipt of such notice of a Transaction Delay Period it will forthwith discontinue disposition of the Common Stock pursuant to the Shelf Registration Statement and (iii) in either such case, will not deliver any prospectus forming a part thereof of the Shelf Registration Statement in connection with any sale of such Registrable Transfer Restricted Securities or Common Stock, as applicable until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (ia) If, If at any time prior to the expiration of the Registration Period Effectiveness Period, counsel to the Company (as defined below), which counsel shall be experienced in the securities laws matters) has determined in good faith reasonable judgment that the filing of the Company's Board of Directors, Shelf Registration Statement or the disposition of Registrable Securities pursuant to compliance by the Company with its disclosure obligations in connection with the Shelf Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the CompanyCompany has a bona fide business purpose for preserving as confidential, then the Company may delay the filing of the Shelf Registration Statement (if not then filed) and shall not be required to maintain the effectiveness of thereof or amend or supplement the Shelf Registration Statement for a period (a an "Disclosure Information Delay Period") expiring upon the earlier to occur of (iA) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (B) 30 days after counsel to the Company makes such good faith determination. There shall not be more than four Information Delay Periods during the Effectiveness Period, and there shall not be two Information Delay Periods during any contiguous 90 day period. (b) If at any time prior to the expiration of the Effectiveness Period, the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm's written reasonable opinion addressed to the Company (a copy of which shall be delivered to each Holder of Transfer Restricted Securities registered under the Shelf Registration Statement), sales of Preferred Stock of the Company or Common Stock pursuant to the Shelf Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company of at least $5 million, the Company shall not be required to maintain the effectiveness of the Shelf Registration Statement or amend or supplement the Shelf Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring upon the earliest to occur of (i) the abandonment of such financing or (ii) subject to Section 3(g)(ii) below, up to twenty (20) 90 days after the date on which completion of such financing. There shall not be more than two Transaction Delay Periods during the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) daysEffectiveness Period. (iic) A Transaction Delay Period and an Information Delay Period are hereinafter collectively referred to as "Delay Periods" or a "Delay Period." The Company will give prompt written notice, in the manner prescribed by Section 3(e10(a) hereof, to the Investors each Holder of each Disclosure Delay Period. If Such notice shall be given (i) in the case of a Transaction Delay Period, 30 days in advance of the commencement of such Delay Period and (ii) in the case of an Information Delay ## CT01/SCHIJ/68170.34 - 3 - 4 Period, as soon as practicable after the circumstances giving rise thereto are identified. Such notice shall state to the extent, if any, as is practicable, such notice shall an estimate of the duration of such Disclosure Delay Period. Each Investor Holder, by his acceptance of any Transfer Restricted Securities, agrees that, that (i) upon receipt of a Disclosure such notice of an Information Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor it will forthwith discontinue the disposition of such Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, (ii) upon receipt of such notice of a Transaction Delay Period it will forthwith discontinue disposition of the Common Stock pursuant to the Shelf Registration Statement and (iii) in either such case, will not deliver any prospectus forming a part thereof of the Shelf Registration Statement in connection with any sale of such Registrable Transfer Restricted Securities or Common Stock, as applicable until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (i) IfEach Holder shall suspend, at upon request of Hybridon, any time prior to the expiration of the Registration Period (as defined below), in the good faith reasonable judgment of the Company's Board of Directors, the disposition of Registrable Securities pursuant to the Registration Statement would require and prospectus contemplated by Section 2 of this Article II during (i) any period not to exceed two 30-day periods within any one 12-month period Hybridon requires in connection with a primary underwritten offering of equity securities, and (ii) any period, not to exceed one 45-day period per circumstance or development, when Hybridon determines in good faith that offers and sales pursuant thereto should not be made by reason of the premature disclosure presence of material non-public information undisclosed circumstances or developments with respect to which may reasonably the disclosure that would be expected to required in such a prospectus is premature, would have an adverse effect on Hybridon or is otherwise inadvisable (a "Material Development Condition"). In connection therewith, Hybridon may also (x) cause the Company, then the Company shall not Registration Statement to be required to maintain withdrawn and the effectiveness of or amend or supplement the Registration Statement for a period (a "Disclosure Delay Period") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material terminated, or (iiy) subject to Section 3(g)(ii) below, up to twenty (20) days after the date on which the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the event no Registration Statement has yet been filed, to delay filing any such Registration Statement, as then in effect, to include an untrue statement until the earlier of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20a) days. (ii) The Company will give prompt written notice, in the manner prescribed by Section 3(e) hereof, to the Investors good faith judgment of each Disclosure Delay Period. If practicableHybridon, such Material Development Condition no longer exists (notice of which Hybridon shall estimate promptly deliver to each Holder of Registrable Securities) and (b) the duration expiration of such Disclosure Delay Period. Each Investor agrees that, upon receipt Hybridon's right to cause the suspension of a Disclosure Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor will forthwith discontinue the disposition of such Registrable Securities pursuant to the first sentence of this Section 5 of Article II, provided, however, in the event a Registration StatementStatement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as hereinbefore provided, and will not deliver any prospectus forming Hybridon shall cause a part thereof in connection with any sale of such new Registration Statement covering the Registrable Securities until to be filed with the expiration Commission as soon as such Material Development Condition expires or, if sooner, as soon as Hybridon's right to cause the suspension of such Disclosure Delay Period. In addition, the provisions disposition of Section 2(b) hereof shall not apply Registrable Securities pursuant to the Disclosure Delay Periods. Notwithstanding anything in first sentence of this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate 5 of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay PeriodArticle II expires.

Delay Periods; Suspension of Sales. (ia) If, If at any time prior to the expiration of the Registration Effectiveness Period counsel to the Company (as defined below), which counsel shall be experienced in securities laws matters) has determined in good faith (which determination is rendered in the good faith form of an opinion of such counsel) that it is reasonable judgment to conclude that the filing of the Company's Shelf Registration Statement or the compliance by the Company with its disclosure obligations in connection with the Shelf Registration Statement may require the disclosure of information which the Board of Directors, Directors of the disposition Company has identified as material and which the Board of Registrable Securities pursuant to Directors has determined that the Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the CompanyCompany has a BONA FIDE business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness of thereof or amend or supplement the Shelf Registration Statement for a period (a an "Disclosure Information Delay Period") expiring upon three business days after the earlier to occur of (iA) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (B) 45 days after the Company notifies the Holders of such good faith determination. There shall not be more than four Information Delay Periods during the Effectiveness Period, and there shall not be two Information Delay Periods during any contiguous 135 day period. (b) If at any time prior to the expiration of the Effectiveness Period the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm's written reasonable opinion addressed to the Company, sales of Common Stock pursuant to the Shelf Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company of at least $5 million, the Company shall not be required to maintain the effectiveness of the Shelf Registration Statement or amend or supplement the Shelf Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring three business days after the earliest to occur of (i) the abandonment of such financing or (ii) subject to Section 3(g)(ii) below, up to twenty (20) 90 days after the date on which completion of such financing. There shall not be more than two Transaction Delay Periods during the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) daysEffectiveness Period. (iic) A Transaction Delay Period and an Information Delay Period are hereinafter collectively referred to as "Delay Periods" or a "Delay Period." The Company will give prompt written noticenotice (which notice shall include a copy of the relevant opinion letter), in the manner prescribed by Section 3(e8(b) hereof, to the Investors each Holder of each Disclosure Delay Period. If Such notice shall be given (i) in the case of a Transaction Delay Period, at least 20 days in advance of the commencement of such Delay Period and (ii) in the case of an Information Delay Period, as soon as practicable after the Board of Directors makes the determination referenced in Section 3(a). Such notice shall state to the extent, if any, as is practicable, such notice shall an estimate of the duration of such Disclosure Delay Period. Each Investor Holder, by his acceptance of any Transfer Restricted Securities, agrees that, that (i) upon receipt of a Disclosure such notice of an Information Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor it will forthwith discontinue the disposition of such Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, (ii) upon receipt of such notice of a Transaction Delay Period it will forthwith discontinue disposition of the Common Stock pursuant to the Shelf Registration Statement and (iii) in either such case, will not deliver any prospectus forming a part thereof of the Shelf Registration Statement in connection with any sale of such Registrable Transfer Restricted Securities or Common Stock, as applicable until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.

Delay Periods; Suspension of Sales. (ia) If, If at any time prior to the expiration of the Registration Period Effectiveness Period, counsel to the Company (as defined below), which counsel shall be experienced in the securities laws matters) has determined in good faith reasonable judgment that the filing of the Company's Board of Directors, Shelf Registration Statement or the disposition of Registrable Securities pursuant to compliance by the Company with its disclosure obligations in connection with the Shelf Registration Statement would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the CompanyCompany has a bona fide business purpose for preserving as confidential, then the Company may delay the filing of the Shelf Registration Statement (if not then filed) and shall not be required to maintain the effectiveness of thereof or amend or supplement the Shelf Registration Statement for a period (a an "Disclosure Information Delay Period") expiring upon the earlier to occur of (iA) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (B) 30 days after counsel to the Company makes such good faith determination. There shall not be more than four Information Delay Periods during the Effectiveness Period, and there shall not be two Information Delay Periods during any contiguous 90 day period. (b) If at any time prior to the expiration of the Effectiveness Period, the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm's written reasonable opinion addressed to the Company (a copy of which shall be delivered to each Holder of Transfer Restricted Securities registered under the Shelf Registration Statement), sales of Common Stock pursuant to the Shelf Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company of at least $5 million, the Company shall not be required to maintain the effectiveness of the Shelf Registration Statement or amend or supplement the Shelf Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring upon the earliest to occur of (i) the abandonment of such financing or (ii) subject to Section 3(g)(ii) below, up to twenty (20) 90 days after the date on which completion of such financing. There shall not be more than two Transaction Delay Periods during the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed twenty (20) daysEffectiveness Period. (iic) A Transaction Delay Period and an Information Delay Period are hereinafter collectively referred to as "Delay Periods" or a "Delay Period." The Company will give prompt written notice, in the manner prescribed by Section 3(e10(a) hereof, to the Investors each Holder of each Disclosure Delay Period. If practicable, such Such notice shall estimate be given (i) in the duration case of a Transaction Delay Period, 30 days in advance of the commencement of such Disclosure Delay Period and (ii) in the case of an Information Delay Period, as soon as practicable after the circumstances giving rise thereto are identified. Each Investor agrees that, upon receipt of a Disclosure Delay Period Notice prior to the Investor's disposition of all such Registrable Securities, Investor will forthwith discontinue the disposition of such Registrable Securities pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of such Registrable Securities until the expiration of such Disclosure Delay Period. In addition, the provisions of Section 2(b) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 3 to the contrary, the Company shall not deliver more than two (2) Disclosure Delay Period Notices in any one (1) year period and there shall not be more than an aggregate of sixty (60) calendar days in any twelve (12) month period during which the Company is in a Disclosure Delay Period nor more than an aggregate of twenty (20) calendar days in any ninety (90) calendar day period during which the Company is in a Disclosure Delay Period.Such