Common use of Failure of Purchase Clause in Contracts

Failure of Purchase. In the event a Purchaser fails to exercise its rights provided in this Section 3.11 within the twenty-five (25) day period described in Section 3.11(b) or, if so exercised, such Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the Common Stock not elected to be purchased pursuant to this Section 3.11 or which such Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the Purchasers. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock or entered into an agreement to sell the Common Stock within such 90-day period (or sold and issued Common Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock without first offering such securities to the Purchasers in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 4.3 within the twenty-five (25) 10 day period described in Section 3.11(b4.3(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.3(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.3 or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser that the Focus Investor fails to exercise its rights provided in this Section 3.11 SECTION 4.6 within the twenty-five (25) said 5 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Focus Investor is unable to consummate such purchase within the time period specified in Section 3.11(cSECTION 4.6(c) above because of its the Focus Investor’s failure to obtain any required regulatory or stockholder corporate consent or approval, the Company shall thereafter be entitled (during the period of 90 180 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 SECTION 4.6 by the Focus Investor or which such Purchaser the Focus Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersFocus Investor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder corporate approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall unless such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 180-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Focus Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser an Anchor Investor fails to exercise its rights provided in this Section 3.11 3.9 within the twenty25-five (25) day period described in Section 3.11(b3.9(b) or, if so exercised, such Purchaser Anchor Investor is unable to consummate such purchase within the time period specified in Section 3.11(c3.9(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the Common Stock not elected to be purchased pursuant to this Section 3.11 3.9 or which such Purchaser Anchor Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the Purchaserssuch Anchor Investor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock or entered into an agreement to sell the Common Stock within such 90-day period (or sold and issued Common Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock without first offering such securities to the Purchasers each Anchor Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 3.8 within the twenty-five ten (2510) day Business Day period described in Section 3.11(b3.8(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c3.8(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 3.8 or which such Purchaser that the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms thatterms, taken together in the aggregate, are not no more materially favorable to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five ten (510) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 120 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such said 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 120 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 3.8 within the twentyten-five (25) day period described in Section 3.11(b3.8(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c3.8(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the Common Stock not elected to be purchased pursuant to this Section 3.11 3.8 or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock or entered into an agreement to sell the Common Stock within such 90-day period (or sold and issued Common Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser fails the Investors fail to exercise its their rights provided in this Section 3.11 6.4 within the twenty-five (25) day ten Business Day period described in Section 3.11(b6.4(b) or, if so exercised, such Purchaser is the Investors are unable to consummate such purchase within the time period specified in Section 3.11(c6.4(c) above because of its their failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 ninety days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 thirty days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 6.4 or which such Purchaser is the Investors are unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestors. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time extension period exceed 90 ninety days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90ninety-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 ninety days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investors in the manner provided above.

Failure of Purchase. In the event a Purchaser CapGen fails to exercise its rights provided in this Section 3.11 3.9 within the twenty25-five (25) day period described in Section 3.11(b3.9(b) or, if so exercised, such Purchaser CapGen is unable to consummate such purchase within the time period specified in Section 3.11(c3.9(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the Common Stock not elected to be purchased pursuant to this Section 3.11 3.9 or which such Purchaser CapGen is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersCapGen. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or and all waiting periods have expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock or entered into an agreement to sell the Common Stock within such 90-day period (or sold and issued Common Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock without first offering such securities to the Purchasers CapGen in the manner provided above.

Failure of Purchase. In the event a Purchaser that the Investor fails to exercise its rights provided in this Section 3.11 4.7 within the twenty-five (25) said 5 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.7(c) above because of its the Investor’s failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.7 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser fails that the Investors fail to exercise its their rights provided in this Section 3.11 4.7 within the twenty-five (25) said 7 business day period described in Section 3.11(b) or, if so exercised, such Purchaser is the Investors are unable to consummate such purchase within the time period specified in Section 3.11(c4.7(c) above because of its the Investors’ failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 45 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.7 by the Investors or which such Purchaser is the Investors are unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestors. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 120 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 45-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 120 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investors in the manner provided above.

Failure of Purchase. In the event a Purchaser fails to exercise its rights provided in this Section 3.11 4.21 within the twenty-five (25) day said ten Business Day period described in Section 3.11(b) or, if so exercised, such Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.21(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.21 by such Purchaser or which such Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the Purchaserssuch Purchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers such Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 3.4 within the twenty-five ten (2510) day Business Day period described in Section 3.11(b3.4(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c3.4(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 ninety (90) days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 ninety (90) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 3.4 or which such Purchaser that the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms thatterms, taken together in the aggregate, are not no more favorable to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five ten (510) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 one hundred twenty (120) days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90-day said ninety (90)-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 ninety (90) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 one hundred twenty (120) days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 5.12 within the twenty-five (25) said ten business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c5.12(d) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 5.12 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities New Securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser fails the Investors fail to exercise its their rights provided in this Section 3.11 4.3 within the twenty-five (25) 10 day period described in Section 3.11(b4.3(b) or, if so exercised, such Purchaser is the Investors are unable to consummate such purchase within the time period specified in Section 3.11(c4.3(c) above because of its their failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.3 or which such Purchaser is the Investors are unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestors. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investors in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its preemptive rights provided in this Section 3.11 3 within the twenty-five (25) day prescribed period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c3(c) above because of its failure to obtain any required regulatory or stockholder consent or approvalabove, the Company shall thereafter be entitled during the period of 90 ninety (90) days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 thirty (30) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 3 or which such Purchaser that the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder other consents, shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such said ninety 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser fails the Investors fail to exercise its their rights provided in this Section 3.11 6.4 within the twentyten-five (25) day period described in Section 3.11(b6.4(b) or, if so exercised, such Purchaser is the Investors are unable to consummate such purchase within the time period specified in Section 3.11(c6.4(c) above because of its their failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 ninety days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 thirty days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 6.4 or which such Purchaser is the Investors are unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestors. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time extension period exceed 90 ninety days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90ninety-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 ninety days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investors in the manner provided above.

Failure of Purchase. In the event a Purchaser that the Investor fails to exercise its rights provided in this Section 3.11 4.7 within the twenty-five (25) said 7 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.7(c) above because of its the Investor's failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 45 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.7 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s 's notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 120 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 45-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 120 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investors in the manner provided above.

Failure of Purchase. In the event a Purchaser Castle Creek fails to exercise its rights provided in this Section 3.11 4 within the twenty-five (25) day this 15 Business Day period described in Section 3.11(b) or, if so exercised, such Purchaser Castle Creek is unable to consummate such purchase within the time period specified in Section 3.11(c4(e) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4 by Castle Creek or which such Purchaser Castle Creek is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersCastle Creek. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 9060-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said such agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities New Securities to the Purchasers Castle Creek in the manner provided above.

Failure of Purchase. In the event a the Purchaser fails to exercise its rights provided in this Section 3.11 within the twenty-five (25) day period described in Section 3.11(b) 4.20 or, if so exercised, such the Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.20(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.20 by the Purchaser or which such the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersPurchaser. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said 60-day period (or sold and issued New Securities in accordance with the foregoing within 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 180 days from the date of said agreement)), the Company shall not thereafter offer, issue or sell such New Securities without first offering such securities to the Purchaser in the manner provided above. Notwithstanding the foregoingforegoing and except in a Public Offering, if such sale of the New Securities by the Company is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock or entered into an agreement to sell the Common Stock within such 90-day period (or sold and issued Common Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock without first offering such securities to the Purchasers in the manner provided above.

Failure of Purchase. In the event a Purchaser the Lead Investor fails to exercise its rights provided in this Section 3.11 4.12 within the twenty-five (25) day said two Business Day period described in Section 3.11(b) or, if so exercised, such Purchaser the Lead Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.12(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.12 by the Lead Investor or which such Purchaser the Lead Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersLead Investor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) three Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first again offering such securities to the Purchasers Lead Investor in the manner provided abovein this Section 4.12.

Failure of Purchase. In the event a Purchaser fails the Investors fail to exercise its their rights provided in this Section 3.11 6.4 within the twenty-five (25) day ten Business Day period described in Section 3.11(b6.4(c) or, if so exercised, such Purchaser is the Investors are unable to consummate such purchase within the time period specified in Section 3.11(c6.4(d) above because of its the failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 ninety days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 thirty days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 6.4 or which such Purchaser is the Investors are unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestors. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time extension period exceed 90 ninety days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90ninety-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 ninety days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investors in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its preemptive purchase rights provided in this Section 3.11 4.4 within the twentysaid ten-five (25) day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.4(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common New Stock covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common New Stock not elected to be purchased pursuant to this Section 3.11 4.4 or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities than were specified in the Company’s 's notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common New Stock or entered into an agreement to sell the Common New Stock within such said 90-day period (or sold and issued Common New Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common New Stock without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser fails to exercise its rights provided in this Section 3.11 4.16 within the twenty-five said ten (2510) day Business Day period described in Section 3.11(b) or, if so exercised, such Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.16(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 sixty (60) days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 ninety (90) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.16 by such Purchaser or which such Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the Purchaserssuch Purchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 one hundred eighty (180) days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 ninety (90) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 one hundred eighty (180) days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers such Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Anti-Dilution Right Entity fails to exercise its anti-dilution purchase rights provided in this Section 3.11 4.7 within the twenty-five (25) day applicable period described in Section 3.11(b) or, if so exercised, such Purchaser the Anti-Dilution Right Entity is unable to consummate such purchase within the time period specified in Section 3.11(c4.7(c) above because of its failure to obtain any required regulatory or stockholder consent or approvalapproval or because of the failure to purchase any or all of the New Securities contemplated to be purchase by the election notice, the Company shall thereafter be entitled during the period of 90 120 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.7 or which such Purchaser the Anti-Dilution Right Entity is unable to purchase because of such failure to obtain any such consent or approvalapproval or otherwise fails to purchase, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities in the Private Placement, the underwritten public offering or Rule 144A offering, as the case may be, than were specified in the Company’s notice to the PurchasersAnti-Dilution Right Entity. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 120-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Anti-Dilution Right Entity in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 5.10 within the twenty-said five (25) business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c5.10(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 5.10 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 240 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities New Securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser that the Investor fails to exercise its his rights provided in this Section 3.11 4.9 within the twenty-five (25) said 5 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.9(c) above because of its his failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.9 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Gross-Up Entity fails to exercise its gross-up purchase rights provided in this Section 3.11 4.3 within the twentysaid fifteen-five (25) business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Gross-Up Entity is unable to consummate such purchase within the time period specified in Section 3.11(c4.3(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.3 or which such Purchaser the Gross-Up Entity is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersGross-Up Entity. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such said 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Gross-Up Entity in the manner provided above.

Failure of Purchase. In the event a Purchaser fails the Anchor Investors fail to exercise its their rights provided in this Section 3.11 3.9 within the twenty25-five (25) day period described in Section 3.11(b3.9(b) or, if so exercised, such Purchaser is the Anchor Investors are unable to consummate such purchase within the time period specified in Section 3.11(c3.9(c) above because of its their failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the Common Stock not elected to be purchased pursuant to this Section 3.11 3.9 or which such Purchaser is the Anchor Investors are unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersAnchor Investors. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock or entered into an agreement to sell the Common Stock within such 90-day period (or sold and issued Common Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock without first offering such securities to the Purchasers Anchor Investors in the manner provided above.

Failure of Purchase. In the event a Purchaser that an Investor fails to exercise its rights provided in this Section 3.11 4.7 within the twenty-five (25) said 7 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.7(c) above because of its the Investor's failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 45 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.7 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s 's notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 120 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 45-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 120 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investors in the manner provided above.

Failure of Purchase. In the event a Purchaser the Lead Investor fails to exercise its rights provided in this Section 3.11 1(d) within the twenty-five (25) day period described in Section 3.11(b) Response Period or, if so exercised, such Purchaser the Lead Investor is unable to consummate such purchase within the time period specified in Section 3.11(c1(d)(iii) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period in Section 1(d)(iii)) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 1(d) by the Lead Investor or which such Purchaser the Lead Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersLead Investor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such said 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities New Securities to the Purchasers Lead Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 3.9 within the twenty-five ten (2510) day Business Day period described in Section 3.11(b3.9(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c3.9(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 3.9 or which such Purchaser that the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms thatterms, taken together in the aggregate, are not no more favorable to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five ten (510) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 120 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such said 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 120 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser such Investor fails to exercise its rights provided in this Section 3.11 3.15 within the twenty-five (25) said 10 business day period described in Section 3.11(b) or, if so exercised, such Purchaser Investor is unable to consummate such purchase within the time period specified in Section 3.11(c3.15(c) above because of its failure to obtain any required regulatory or stockholder consent or approvalapproval or any consent or approval requires of its shareholders or other equity members, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 3.15 by such Investor or which such Purchaser Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the Purchaserssuch Investor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers each Investor in the manner provided above.

Failure of Purchase. In the event a the Purchaser fails to exercise its rights provided in this Section 3.11 6.6 within the twentysaid ten-five (25) business day period described in Section 3.11(b) or, if so exercised, such the Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c6.6(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 6.6 or which such the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms thatterms, taken together in the aggregate, are not no more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersPurchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 120 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 120 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 4.3 within the twentysaid ten-five (25) business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.3(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.3 or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms thatterms, taken together in the aggregate, are not no more materially favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser fails to exercise its preemptive rights provided in this Section 3.11 4 are not exercised within the twenty-five (25) day prescribed period described in Section 3.11(b) or, if so exercised, such Purchaser the applicable member of the StepStone Group is unable to consummate such purchase within the time period specified in Section 3.11(c4(c) above because of its failure to obtain any required regulatory or stockholder consent or approvalabove, the Company shall thereafter be entitled during the period of 90 ninety (90) days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 thirty (30) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4 or which such Purchaser that the StepStone Group is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersStepStone. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder other consents, shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such said ninety (90-) day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers StepStone Group in the manner provided above.

Failure of Purchase. In the event a Purchaser the Anti-Dilution Right Entity fails to exercise its anti-dilution purchase rights provided in this Section 3.11 4.7 within the twenty-five (25) day applicable period described in Section 3.11(b) or, if so exercised, such Purchaser the Anti-Dilution Right Entity is unable to consummate such purchase within the time period specified in Section 3.11(c4.7(c) above because of its failure to obtain any required regulatory or stockholder consent or approvalapproval or because of the failure to purchase any or all of the New Securities contemplated to be purchase by the election notice, the Company shall thereafter be entitled during the period of 90 120 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.7 or which such Purchaser the Anti-Dilution Right Entity is unable to purchase because of such failure to obtain any such consent or approvalapproval or otherwise fails to purchase, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities in the Private Placement, the underwritten public offering or Rule 144A offering, as the case may be, than were specified in the Company’s notice to the PurchasersAnti-Dilution Right Entity. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 120-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Anti-Dilution Right Entity in the manner provided above.. (e) The Anti-Dilution Right Entity shall not have any rights to participate in the negotiations of the proposed terms of any Private Placement, underwritten public offering, or Rule 144A offering. Subject to any restrictions contained herein, the Anti-Dilution Right Entity shall receive the same rights (including, without limitation, anti-dilution rights, rights relating to closing conditions and indemnification rights, if any) as other purchasers in the Private Placement. (f) The Company and the Investors shall cooperate in good faith to facilitate the exercise of the Anti-Dilution Right Entity’s anti-dilution rights hereunder in a manner that does not jeopardize the timing, marketing, pricing or execution of any offering of the Company’s securities, including securing any required approvals or consents. (g) In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as reasonably determined by the Board of Directors, provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities. 38

Failure of Purchase. In the event a Purchaser fails to exercise its rights provided in this Section 3.11 4.10 within the twenty-said five (255) day Business Day period described in Section 3.11(b) or, if so exercised, such a Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c) 4.10 above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 sixty (60) days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 ninety (90) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.10 by such Purchaser or which such Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the Purchasers. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 one hundred eighty (180) days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90-said sixty (60) day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 ninety (90) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 one hundred eight (180) days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its his rights provided in this Section 3.11 4.8 within the twenty-five (25) said 5 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.8(c) above because of its his failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.8 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a the Purchaser fails to exercise its rights provided in this Section 3.11 4.17 within the twenty-five (25) day said 10 Business Day period described in Section 3.11(b) or, if so exercised, such the Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.17(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.17 by the Purchaser or which such the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersPurchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its gross-up purchase rights provided in this Section 3.11 7 within the twenty-five (25) day prescribed period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c7(c) above because of its failure to obtain any required regulatory or stockholder consent or approvalabove, the Company shall thereafter be entitled during the period of 90 ninety (90) days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 thirty (30) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 7 or which such Purchaser that the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder other consents, shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such said 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its his rights provided in this Section 3.11 4.10 within the twenty-five (25) said 5 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.10(c) above because of its his failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.10 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser fails the Lead Investor does not offer to exercise its rights acquire the Seller Securities provided in this Section 3.11 within 4.3(b) or the twenty-five Seller accepts the Lead Investor’s offer and the Lead Investor (25or the Investor) day period described in Section 3.11(b) or, if so exercised, such Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.3(b)(iii) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company Seller shall thereafter be entitled during the period of 90 60 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which consummate the sale of the Common Stock covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the Common Stock Seller Securities not elected to be purchased pursuant to this Section 3.11 4.3(b) or which such Purchaser the Lead Investor is unable to purchase because of such failure to obtain any such consent or approval; provided, at however, that, in the event the Seller proposes to effect a privately negotiated sale transaction within such 60-day period, the net proceeds to the Seller of such sale transaction on a per share basis must be greater than the net sale price specified in the Lead Investor’s offer notice, and upon the other terms and conditions for such privately negotiated sale must be no more favorable in the aggregate to the purchasers of such securities than were specified in such offer notice. In the event the Seller has not consummated the sale of the Seller Securities within such 60-day period, the Seller shall not thereafter offer, sell or otherwise Transfer such Seller Securities without first offering such Seller Securities to the Lead Investor in accordance with the requirements of this Section 4.3(b). In the event that the Seller does not accept the Lead Investor’s offer, the Seller shall thereafter be entitled during the period of 15 days following the conclusion of the applicable period to consummate the sale of the Seller Securities not accepted for purchase by the Seller; provided, however, that, taken in the aggregateevent the Seller proposes to effect a privately negotiated sale transaction within such 15-day period, are not the net proceeds to the Seller of such sale transaction on a per share basis must be greater than the net sale price specified in the Lead Investor’s offer notice, and the other terms and conditions for such privately negotiated sale must be no more favorable to the purchasers of such securities than were specified in the Company’s notice to the Purchasers. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such saleoffer notice. In the event the Company Seller has not sold consummated the Common Stock or entered into an agreement to sell sale of the Common Stock Seller Securities within such 9015-day period (or sold and issued Common Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement))period, the Company Seller shall not thereafter offer, issue sell or sell otherwise Transfer such Common Stock Seller Securities without first offering such securities Seller Securities to the Purchasers Lead Investor in accordance with the manner provided aboverequirements of this Section 4.3(b).

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its preemptive rights provided in this Section 3.11 Article IV within the twenty-five (25) day period described in Section 3.11(b) or, if so exercised, such Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c) above because of its failure to obtain any required regulatory or stockholder consent or approvalprescribed period, the Company shall thereafter be entitled during the period of 90 sixty (60) days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 thirty (30) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 or which such Purchaser is unable to purchase because of such failure to obtain any such consent or approvalArticle IV, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or other consents, stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In Subject to Section 4.6, in the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the proposed offering of New Securities shall be considered a failed offering (“Failed Offering”) and the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a the Purchaser fails to exercise its rights provided in this Section 3.11 4.21 within the twenty-five (25) day said 10 Business Day period described in Section 3.11(b) or, if so exercised, such the Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.21(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.21 by the Purchaser or which such the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersPurchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 4.3 within the twentysaid ten-five (25) business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.3(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.3 or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms thatterms, taken together in the aggregate, are not no more materially favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser fails to exercise its rights provided in this Section 3.11 4.18 within the twenty-five (25) day said ten Business Day period described in Section 3.11(b) or, if so exercised, such Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.18(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.18 by such Purchaser or which such Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the Purchaserssuch Purchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers such Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Lead Investor fails to exercise its rights provided in this Section 3.11 4.13 within the twenty-five (25) day said twenty Business Day period described in Section 3.11(b) or, if so exercised, such Purchaser the Lead Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.13(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.13 by the Lead Investor or which such Purchaser the Lead Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersLead Investor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first again offering such securities to the Purchasers Lead Investor in the manner provided abovein this Section 4.13.

Failure of Purchase. In the event a the Qualifying Purchaser fails to exercise its rights provided in this Section 3.11 4.17 within the twenty-five (25) day this 20 Business Day period described in Section 3.11(b) or, if so exercised, such the Qualifying Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.17(d) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.17 by the Qualifying Purchaser or which such the Qualifying Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities New Securities than were specified in the Company’s 's notice to the PurchasersQualifying Purchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said such agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities New Securities to the Purchasers Qualifying Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Holder fails to exercise its rights provided in this Section 3.11 3.1 within the twenty-said five (255) business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Holder is unable to consummate such purchase within the time period specified in Section 3.11(c3.1(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 sixty (60) days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 ninety (90) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 3.1 by the Holder or which such Purchaser the Holder is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersHolder. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 one hundred and eighty (180) days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 ninety (90) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 one hundred and eighty (180) days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Holder in the manner provided above.

Failure of Purchase. In the event a Purchaser that the Investor fails to exercise its rights provided in this Section 3.11 4.7 within the twenty-five (25) said 10 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.7(c) above because of its the Investor’s failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.7 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days 10 business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 5.14 within the twenty-five (25) said 10 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c5.14(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 5.14 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser fails to exercise its preemptive rights provided in this Section 3.11 Article IV are not exercised within the twenty-five (25) day prescribed period described in Section 3.11(b) or, if so exercised, such Purchaser Tilden Park is unable to consummate such purchase within the time period specified in Section 3.11(c) above because of its failure to obtain any required regulatory or stockholder consent or approval4.3 above, the Company shall thereafter be entitled during the period of 90 ninety (90) days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 thirty (30) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 Article IV or which such Purchaser that Tilden Park is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersTilden Park. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or other consents, stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 one hundred and eighty (180) days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such said ninety (90-) day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 one hundred and eighty (180) days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Tilden Park in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 4.3 within the twenty-five (25) said 10 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.3(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.3 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 4 within the twenty-five (255) day Business Day period described outlined in Section 3.11(b4(c) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4(d) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 one hundred eighty (180) days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 one hundred eighty (180) days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five twenty (520) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 one hundred-eighty (180) days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90-one hundred eighty (180) day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 days from the date of said agreement one hundred eighty (as such period may be extended in the manner described above for a period not to exceed 90 180) days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities New Securities to the Purchasers Investor in the manner provided above.. (f) Non-Cash Consideration. In the case of the offering of New Securities for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors. (g)

Failure of Purchase. In If the event a Purchaser fails to exercise its rights provided in this Section 3.11 Exhibit H within the twenty-five (25) said ten business day period described in Section 3.11(b) or, if so exercised, such the Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c) 3 above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 Exhibit H by the Purchaser or which such the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersPurchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event If the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 5.10 within the twenty-five (25) day period described in Section 3.11(b) Response Period or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c5.10(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period in Section 5.10(c)) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 5.10 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such said 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities New Securities to the Purchasers Investor in the manner provided above.. 48

Failure of Purchase. In the event a Purchaser fails to exercise its rights provided in this Section 3.11 4.13 within the twenty-five said ten (2510) day Business Day period described in Section 3.11(b) or, if so exercised, such Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.13(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company Issuer shall thereafter be entitled (during the period of 90 sixty (60) days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 ninety (90) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.13 by such Purchaser or which such Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the CompanyIssuer’s notice to the Purchaserssuch Purchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 one hundred eighty (180) days from the date of the applicable agreement with respect to such sale. In the event the Company Issuer has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 ninety (90) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 one hundred eighty (180) days from the date of such said agreement)), the Company Issuer shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers such Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Lead Investor fails to exercise its rights provided in this Section 3.11 4.12 within the twenty-five (25) day said two Business Day period described in Section 3.11(b) or, if so exercised, such Purchaser the Lead Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.12(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.12 by the Lead Investor or which such Purchaser the Lead Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersLead Investor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) three Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first again offering such securities to the Purchasers Lead Investor in the manner provided abovein this Section 4.12. CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [**], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its preemptive purchase rights provided in this Section 3.11 4.3 within the twenty-five (25) day applicable period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.3(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 120 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common New Stock covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common New Stock not elected to be purchased pursuant to this Section 3.11 4.3 or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not no more favorable to the purchasers of such securities in the Private Placement, the underwritten public offering or Rule 144A offering, as the case may be, or than were specified in the Company’s 's notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall may be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common New Stock or entered into an agreement to sell the Common New Stock within such 90said 120-day period (or sold and issued Common New Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common New Stock without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a the Purchaser fails to exercise its rights provided in this Section 3.11 4.15 within the twenty-five (25) day said 10 Business Day period described in Section 3.11(b) or, if so exercised, such the Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.15(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.15 by the Purchaser or which such the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersPurchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser fails the Investors fail to exercise its their rights provided in this Section 3.11 6.4 within the twenty-five (25) day ten Business Day period described in Section 3.11(b6.4(c) or, if so exercised, such Purchaser is the Investors are unable to consummate such purchase within the time period specified in Section 3.11(c6.4(d) above because of its their failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 ninety days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 thirty days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 6.4 or which such Purchaser is the Investors are unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestors. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time extension period exceed 90 ninety days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90ninety-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 thirty days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 ninety days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investors in the manner provided above.

Failure of Purchase. In the event a the Purchaser fails to exercise its rights provided in this Section 3.11 4.17 within the twenty-five (25) day this 15 Business Day period described in Section 3.11(b) or, if so exercised, such the Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.17(d) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.17 by the Purchaser or which such the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersPurchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 9060-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said such agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities New Securities to the Purchasers Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 9 within the twenty-said five (255) business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in this Section 3.11(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 sixty (60) days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 ninety (90) days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 by such Investor or which such Purchaser Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 one hundred eighty (180) days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90-said sixty (60) day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 ninety (90) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 one hundred eight (180) days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a the Purchaser fails to exercise its rights provided in this Section 3.11 4.19(a) within the twenty-five ten (2510) day Business Day period described in Section 3.11(b4.19(b) or, if so exercised, such the Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.19(c) above because of its failure to obtain any required regulatory approval or stockholder consent or approvalother consents, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.19 or which such that the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms thatterms, taken together in the aggregate, are not no more favorable to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersPurchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five ten (510) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 120 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90-said 90 day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 120 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 3.5 within the twenty-five (255) day Business Day period described in Section 3.11(b3.5(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c3.5(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 120 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 120 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 3.5 or which such Purchaser that the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms thatterms, taken together in the aggregate, are not no more materially favorable to the purchasers of such securities New Securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five ten (510) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 150 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 120-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 120 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 150 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Qualifying Purchaser fails to exercise its rights provided in this Section 3.11 4.16 within the twenty-five (25) day this 20 Business Day period described in Section 3.11(b) or, if so exercised, such the Qualifying Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.16(d) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.16 by the Qualifying Purchaser or which such the Qualifying Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities New Securities than were specified in the Company’s notice to the Qualifying Purchasers. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said such agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities New Securities to the Purchasers Qualifying Purchaser in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 3.8 within the twenty-five (25) day period described in Section 3.11(b3.8(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c3.8(c) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled during the period of 90 ninety (90) days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock covered thereby shall be consummated, if at all, within 30 thirty (30) days from the date of such agreement) to sell the Common Stock not elected to be purchased pursuant to this Section 3.11 3.8 or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 ninety (90) days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock or entered into an agreement to sell the Common Stock within such ninety (90-) day period (or sold and issued Common Stock in accordance with the foregoing within 30 thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 ninety (90) days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 4.2 within the twenty-five (25) said 10 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.2(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company Corporation shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.2 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the CompanyCorporation’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company Corporation has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company Corporation shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 5.14 within the twenty-five (25) said 10 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c5.14(d) above because of its failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 5.14 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investor in the manner provided above.

Failure of Purchase. In the event a Purchaser the Investor fails to exercise its rights provided in this Section 3.11 4.03 within the twenty-five (25) business day period described in Section 3.11(b4.03(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c4.03(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 120 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 45 days from the date of such agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.03 or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days 10 business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 120 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock or entered into an agreement to sell the Common Stock within such 90-day period (or sold and issued Common Stock in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such Common Stock without first offering such securities to the Purchasers in the manner provided above.

Failure of Purchase. In the event a Purchaser that the Investor fails to exercise its rights provided in this Section 3.11 1.1 within the twenty-five (25) said 7 business day period described in Section 3.11(b) or, if so exercised, such Purchaser the Investor is unable to consummate such purchase within the time period specified in Section 3.11(c(c) above because of its the Investor's failure to obtain any required regulatory or stockholder shareholder consent or approval, the Company shall thereafter be entitled (during the period of 90 45 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 1.1 by the Investor or which such Purchaser the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s 's notice to the PurchasersInvestor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 120 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 45-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 120 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Investors in the manner provided above.

Failure of Purchase. In the event a the Purchaser fails to exercise its rights provided in this Section 3.11 4.15 within the twenty-five (25) day said 10 Business Day period described in Section 3.11(b) or, if so exercised, such the Purchaser is unable to consummate such purchase within the time period specified in Section 3.11(c4.15(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 60 days following the conclusion of the applicable period period) to sell or enter into an agreement (pursuant to which the sale of the Common Stock New Securities covered thereby shall be consummated, if at all, within 30 90 days from the date of such said agreement) to sell the Common Stock New Securities not elected to be purchased pursuant to this Section 3.11 4.15 by the Purchaser or which such the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken no more favorable in the aggregate, are not more favorable aggregate to the purchasers of such securities than were specified in the Company’s notice to the PurchasersPurchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, then, unless the sale of the New Securities is required to comply with a capital requirement imposed by the Federal Reserve, the FDIC or the DFI, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Common Stock New Securities or entered into an agreement to sell the Common Stock New Securities within such 90said 60-day period (or sold and issued Common Stock New Securities in accordance with the foregoing within 30 90 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 180 days from the date of such said agreement)), the Company shall not thereafter offer, issue or sell such Common Stock New Securities without first offering such securities to the Purchasers Purchaser in the manner provided above.