Common use of Limitations on Demand Registrations Clause in Contracts

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period.

Limitations on Demand Registrations. If The Demand Registration rights granted to the Holders in Section 3(a) are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 3(a) to be declared effective within a period of 90 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration; and (ii) if the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure any of a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time its subsidiaries (a “Valid Business Reason”"VALID BUSINESS REASON"), (i) the Company may postpone filing a Registration Statement registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, and but in no event for more than ninety (90) days. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) in case a Registration Statement has been filed relating above, such Holder will discontinue its disposition of Registrable Securities pursuant to a Demand Registrationsuch registration statement and, if so directed by the Company, upon will deliver to the approval Company (at the Company's expenses) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or withdrawal of a majority of registration statement, the Board of DirectorsCompany shall, may postpone amending or supplementing at such Registration Statement and, if time as the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for caused such postponement or withdrawal no longer exists, exists (but in each case, promptly no event later than ninety (90) days after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving postponement), use its best efforts to promptly effect the registration under the Act of the Registrable Securities covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless the Holder(s) delivering the Demand Registration request shall have withdrawn such notice request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and such registration shall not be postponed or withdrawn pursuant to this Section 3(bclause (ii) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month periodabove.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board of Directors has determined would not be in the best interests of the Company to be disclosed at such time (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from (and including including) the date of the giving of such notice pursuant to this Section 3(b) to (and including including) the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if majority to include at least one Oaktree Director (to the Valid Business Reason has not resulted from actions taken by extent there is an Oaktree Director on the Company, Board of Directors) may cause such Registration Statement to be withdrawn and its effectiveness terminatedterminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to all Designated Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason twice for a period of greater than 90 up to 60 days during in any 12-month period.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board of Directors has determined would not be in the best interests of the Company to be disclosed at such time including any registration of Registrable Securities that is requested or continuing at a time during a “blackout period” in accordance with the Company’s trading policies or at such time that any Initiating Holder may be deemed to hold material non-public information regarding the Company, due to such person’s status as a director or officer of the Company, or otherwise (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if determined by the Valid Business Reason has not resulted from actions taken by Board of Directors to be in the best interests of the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all participating Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 120 days during any 12-month period.

Limitations on Demand Registrations. If The Demand Registration rights granted to the Designated Holders in Section 3(a) are subject to the following limitations: (i) each registration in respect of a Demand Registration must include Registrable Securities having an aggregate market value of at least [$5,000,000], which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price; PROVIDED that the limitation set forth in this clause (i) shall not be in effect at any time the Designated Holders' Registrable Securities are not able to be sold under Rule 144 under the Act because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the Designated Holders requesting such registration) delivers a written opinion of counsel to such Designated Holders to the effect that such Designated Holders' Registrable Securities may be publicly offered and sold without registration under the Act; (ii) the Company shall not be required to cause a registration pursuant to Section 3(a) to be declared effective within a period of 150 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration; and (iii) if the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure any of a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time its subsidiaries (a “Valid Business Reason”"VALID BUSINESS REASON"), (i) the Company may (x) postpone filing a Registration Statement registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (iiy) in case a Registration Statement registration statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors, may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminatedterminated or may postpone amending or supplementing such registration statement. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement registration statement under Section 3(f)(iii) and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(b3(f)(iii) or Section 5(c) due to a Valid Business Reason hereof more than once in any 12 twelve-month period. Each Holder of Registrable Securities agrees that, and may not postpone an offering under this Section 3(bupon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expenses) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or Section 5(c) due to withdrawal of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event later than ninety (90) days after the date of the postponement), use its best efforts to promptly effect the registration under the Act of the Registrable Securities covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless the Designated Holder(s) delivering the Demand Registration request shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for a period the purposes of greater than 90 days during any 12-month periodthis Agreement), and such registration shall not be postponed or withdrawn pursuant to clause (iii) above.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any a Valid Business Reason shall exist to postpone the registration of Registrable Securities should not be made pursuant to a Demand Registration, or continued because it would materially interfere with any material financingthe amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, acquisition, corporate reorganization or merger or other material transaction involving and the Company or is necessary furnishes to avoid premature disclosure of the Participating Holders a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time (a “Valid Business Reason”)Postponing Officer’s Certificate, (i) the Company may postpone the filing a or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to a such Demand Registration until such Valid Business Reason no longer exists, and (ii) in the case of a Registration Statement that has been filed relating with respect to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, Company may postpone amending or supplementing such Registration Statement Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. In the event of any such postponement, any Requesting Holder initiating such Demand Registration shall be entitled to withdraw its Demand Registration request by written notice to the Company and, if such request is withdrawn by any of the Valid Business Reason has Requesting Holder(s), it shall not resulted from actions taken by count as a Demand Registration hereunder. In addition to the CompanyPostponing Officer’s Certificate discussed above, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The the Company shall promptly give written notice to all Holders of its determination to postpone the Requesting Holder (or withdraw a Registration Statement and of Requesting Holders, as the fact that case may be) once the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw postpone a filing filing, amendment or supplement under this Section 3(b) or Section 5(c2.02(b) due to a Valid Business Reason more than once two (2) times, or for more than an aggregate of ninety (90) days, in any 12 month periodeach case, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any the registration of Registrable Securities should not be made pursuant to a Demand Registration, or continued because it the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board has determined would not be in the best interests of require the Company to be disclosed at such time make an Adverse Disclosure (a “Valid Business Reason”), and the Company furnishes to the Requesting Holder (or Requesting Holders, as the case may be) a certificate signed by the Chief Executive Officer or any other senior executive officer of the Company stating such (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing a or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to a such Demand Registration until such Valid Business Reason no longer exists, and (ii) in the case of a Registration Statement that has been filed relating with respect to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, Company may postpone amending or supplementing such Registration Statement Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Valid Business Reason has not resulted from actions taken by Postponing Officer’s Certificate discussed above, the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall promptly give written notice to all Holders of its determination to postpone the Requesting Holder (or withdraw a Registration Statement and of Requesting Holders, as the fact that case may be) once the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw postpone a filing filing, amendment or supplement under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c2.01(b) due to a Valid Business Reason for a period more than an aggregate of greater than 90 one hundred twenty (120) days during any 12-month period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any a Valid Business Reason shall exist to postpone the registration of Registrable Securities should not be made pursuant to a Demand Registration, or continued because it would materially interfere with any material financingthe amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, acquisition, corporate reorganization or merger or other material transaction involving and the Company furnishes to the Requesting Holder (or is necessary to avoid premature disclosure of Requesting Holders, as the case may be) a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time (a “Valid Business Reason”)Postponing Officer’s Certificate, (i) the Company may postpone the filing a or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to a such Demand Registration until such Valid Business Reason no longer exists, and (ii) in the case of a Registration Statement that has been filed relating with respect to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, Company may postpone amending or supplementing such Registration Statement Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Valid Business Reason has not resulted from actions taken by Postponing Officer’s Certificate discussed above, the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall promptly give written notice to all Holders of its determination to postpone the Requesting Holder (or withdraw a Registration Statement and of Requesting Holders, as the fact that case may be) once the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw postpone a filing filing, amendment or supplement under this Section 3(b) or Section 5(c2.02(b) due to a Valid Business Reason more than once three (3) times, or for more than an aggregate of ninety (90) days, in any 12 month periodeach case, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board of Directors has determined would not be in the best interests of the Company to be disclosed at such time (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if determined by the Valid Business Reason has not resulted from actions taken by Board of Directors to be in the best interests of the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all participating Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 120 days during any 12-month period.

Limitations on Demand Registrations. (i) The Company shall be obligated to effect no more than four Demand Registrations in total and no more than two such registrations in any twelve-month period. For purposes of the preceding sentence, registration shall not be deemed to have been effected (A) unless a registration statement with respect thereto has become effective, (B) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such interference is not thereafter eliminated, or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived by reason of a failure on the part of the Company, unless caused by a Selling Holder. If the Board Company shall have complied with its obligations under this Section 2, a right to demand a registration pursuant to Section 2(a) shall be deemed to have been satisfied upon the earlier of Directors(X) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to a registration statement, (Y) the date when all of the Registrable Securities covered by the Registration Statement cease to be Registrable Securities and (Z) the date as of which such Demand Registration shall have been Continuously Effective for a period of not less than one hundred eighty (180) days ("Minimum Effective Period"). (ii) Notwithstanding the foregoing, the Demand Registration rights granted to the Holders in Section 2(a) are subject to the following limitations: (A) each registration in respect of a Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that (x) the limitation set forth in this clause (A) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's counsel delivers a written opinion of counsel, which shall be in a form reasonably satisfactory to such Holder's counsel, to such Holders to the effect that such Holder's Registrable Securities may be publicly offered and sold without registration under the Act and (y) if the Underwriters' Representative or Agent advises the Company in writing that, in its good faith judgmentopinion, determines that any registration the amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering without adversely affecting the marketability of the offering, the minimum aggregate market value of Registrable Securities should to be included in such Demand Registration may be reduced to the extent required, but in no event may the aggregate market value of the Registrable Securities included therein be lower than $2,000,000); (B) the Company shall not be made required to cause a registration pursuant to Section 2(a) to be declared effective within a period of one hundred twenty (120) days of the effective date of any registration statement of the Company effected in connection with a Demand Registration, provided the Company has not breached its obligations under Section 2(a); (C) the Demand Registration rights contained herein shall be subject to the terms and conditions of the registration rights and other terms and conditions contained in Section 7.3 of the Preferred Share Purchase Agreement, dated as of June 16, 1997, as amended, between the Company, formerly known as California Real Estate Investment Trust, and Veqtor Finance Company, LLC, and Section 6 of the Registration Rights Agreement, dated as of July 28, 1998, among the Company, Vornado Realty L.P., EOP Operating Limited Partnership, Mellon Bank N.A., as trustee for General Motors Hourly-Rate Employees Pension Trust and Mellon Bank N.A., as trustee for General Motors Salaried Employees Pension Trust (the "Existing Registration Rights") and the Company shall not be required to cause a registration pursuant to Section 2(a) to be declared effective or continued because it would materially interfere to include any Registrable Securities in a Demand Registration hereunder to the extent not permitted by the Existing Registration Rights; (D) the Company shall not be required to file a registration statement at any time prior to October 11, 2004 nor have any registration statement declared effective prior to November 11, 2004 if filed prior thereto unless Purchaser is permitted to sell, transfer or otherwise dispose of Registrable Securities prior to such time pursuant to Section 2.7 of the Securities Purchase Agreement; (E) the Company shall not be required to file a registration statement or to keep a registration statement effective and current and compliant with respect to applicable disclosure requirements and the Company shall be permitted to suspend the use of any then effective registration statement if the Chief Executive Officer or the Chief Financial Officer of the Company certifies to the Holders in writing the existence of circumstances relating to a material financingpending development, acquisitionincluding, corporate reorganization but not limited to a pending or contemplated material acquisition or merger or other material transaction involving or event, which would require additional disclosure by the Company in the registration statement of previously non-public material information which the Company in its good faith judgment has a bona fide business purpose for keeping confidential and the nondisclosure of which in the registration statement might cause the registration statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay the filing of a registration or is documents necessary to avoid premature disclosure of a matter keep an existing registration statement effective and current and compliant nor suspend the Board has determined would use thereof for such reason for more than ninety (90) days in the aggregate in any calendar year; and (F) the Company shall not be required to file a registration statement or to keep a registration statement effective and current and compliant and the Company shall be permitted to suspend the use of any then effective registration statement during the period starting with the date fifteen (15) days prior to the Company's good faith estimate, as certified in the best interests writing by an executive officer of the Company to be disclosed at such time (a “Valid Business Reason”)the Holders, (i) of the date of the proposed pricing of an underwritten public offering of equity securities of the Company may postpone filing for the account of the Company whether covered by a Registration Statement relating prospectus under primary registration statement filed specifically for the proposed offering or a prospectus supplement under an effective primary shelf registration statement on file pursuant to a Demand Registration until such Valid Business Reason no longer existsRule 415 under the Securities Act, and ending on the date ninety (ii90) in case a Registration Statement has been filed relating to a Demand Registrationdays following the consummation of such underwritten public offering; provided, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (includinghowever, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period.foregoing clauses

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any the registration of Registrable Securities should not be made pursuant to a Demand Registration, or continued because it the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board has determined would not be in the best interests of require the Company to be disclosed at such time make an Adverse Disclosure (a “Valid Business Reason”), and the Company furnishes to the Requesting Holder (or Requesting Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) stating that a Valid Business Reason exists (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing a or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to a such Demand Registration until such Valid Business Reason no longer exists, and (ii) in the case of a Registration Statement that has been filed relating with respect to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, Company may postpone amending or supplementing such Registration Statement Statement, in the case of clauses (i) and (ii) above until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than ninety (90) days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Valid Business Reason has not resulted from actions taken by Postponing Officer’s Certificate discussed above, the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall promptly give written notice to all Holders of its determination to postpone the Requesting Holder (or withdraw a Registration Statement and of Requesting Holders, as the fact that case may be) once the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw postpone a filing filing, amendment or supplement under this Section 3(b) or Section 5(c2.01(b) due to a Valid Business Reason more than once two (2) times, or for more than an aggregate of one hundred and twenty (120) days, in any 12 month periodeach case, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board of Directors has determined would not be in the best interests of the Company to be disclosed at such time, including any registration of Registrable Securities that is requested or continuing at a time during a “blackout period” in accordance with the Company’s trading policies or at such time that any Initiating Holder may be deemed to hold material non-public information regarding the Company, due to such person’s status as a director or officer of the Company, or otherwise (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if determined by the Valid Business Reason has not resulted from actions taken by Board of Directors to be in the best interests of the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all participating Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 120 days during any 12-month period.

Limitations on Demand Registrations. If The Demand Registration ----------------------------------- rights granted to the Holders in Section 3(a) are subject to the following limitations: (i) each registration in respect of a Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000.00, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that the limitation set forth in this clause (i) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 under the Act because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the Holders requesting such registration) delivers a written opinion of counsel to such Holders to the effect that such Holders' Registrable Securities may be publicly offered and sold without registration under the Act); (ii) the Company shall not be required to cause a registration pursuant to Section 3(a) to be declared effective within a period of 150 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration; and (iii) if the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure any of a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time its subsidiaries (a “Valid Business Reason”"VALID BUSINESS -------------- REASON"), (i) the Company may (x) postpone filing a Registration Statement registration statement relating ------ to a Demand Registration until such Valid Business Reason no longer exists, and but in no event for more than ninety (ii90) days, and,(y) in case a Registration Statement registration statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors, such majority to include at least one director affiliated with WSDF, may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated. The terminated or may postpone amending or supplementing such registration statement; the Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(b3(f)(iii) or Section 5(c) due to a Valid Business Reason hereof more than once in any 12 twelve-month period. Each Holder of Registrable Securities agrees that, and may not postpone an offering under this Section 3(bupon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expenses) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or Section 5(c) due to withdrawal of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event no later than ninety (90) days after the date of the postponement), use its best efforts to promptly effect the registration under the Act of the Registrable Securities covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless the Holder(s) delivering the Demand Registration request shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for a period the purposes of greater than 90 days during any 12-month periodthis Agreement), and such registration shall not be postponed or withdrawn pursuant to clause (iii) above.

Limitations on Demand Registrations. If (i) The Company may delay making a filing of a Registration Statement or taking action in connection therewith by not more than 60 calendar days after receipt of the Demand Request if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 2.2, stating that the Board of Directors, has determined in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be seriously detrimental to the Company and its stockholders if such Registration Statement (or an amendment thereto) were filed and such Registration Statement (or amendment) were to become effective, or remain effective for the time otherwise required for such Registration Statement to remain effective, because such action either would (A) materially interfere with any material adversely affect a significant financing, acquisition, corporate reorganization or disposition, merger or other material transaction involving the Company or is necessary to avoid transaction, (B) require premature disclosure of a matter the Board has determined would not be in the best interests of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to be disclosed at such time comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”)) and that it is therefore essential to defer the filing of the Registration Statement; provided, (i) however, that such right to delay a Demand Request shall be exercised by the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, period and may not postpone an offering under this Section 3(b) or Section 5(c) due the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders. (ii) The Company shall only be obligated to effect two (2) Series B Demand Requests and two (2) Non-Series B Demand Requests pursuant to this Section 2.2 and the Holders agree not to make a period Demand Request any earlier than six (6) months after the effective date of greater than 90 days during any 12a Registration Statement relating to a previous Demand Request. If the underwriter of such registration determines that marketing factors require a limitation on the aggregate amount of securities sold on the market, the underwriter may cut back the requesting Holders pro rata, based on the number of Registrable Securities for which such Holders requested registration. Cutbacks will be made first against all shares of stock being sold which are not Registrable Securities. Once all such shares have been cut back, all shares of Registrable Securities will be cut back pro-month periodrata based upon the total number of shares of Registrable Securities requested to be registered by each Holder.

Limitations on Demand Registrations. If (i) Notwithstanding anything herein to the contrary, the Corporation may suspend the registration process and/or any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith when the Board of Directors, has determined in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially interfere with adverse to the Corporation if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action were taken in connection therewith because such filing, effectiveness or other action either would (A) materially adversely affect a material financing, acquisition, corporate reorganization or disposition, merger or other material transaction involving the Company or is necessary to avoid transaction, (B) require premature disclosure of material information that the Corporation has a matter bona fide business purpose for preserving as confidential or (C) render the Board has determined would not be in Corporation unable to comply with requirements under the best interests of Securities Act or the Company to be disclosed at such time Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by the Corporation not more than twice in any twelve (i) 12)-month period and the Company may postpone filing a Registration Statement relating Corporation shall only have the right to a Demand Registration until delay as long as such Valid Business Reason exists (but in no event for a period longer exists, than (i) sixty (60) days with respect to each such instance of delay and (ii) ninety (90) days in case a the aggregate in any twelve month period). The Corporation shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given pursuant to Section 2.3, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval until such Xxxxxx’s receipt of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated prospectus, or until it is advised in writing by the Corporation that the prospectus may be used, and meeting has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Corporation shall not specify the requirements nature of Section 7(a)(vi). the event giving rise to a suspension in any notice to Holders. (ii) Notwithstanding anything herein to the contrary contained hereincontrary, the Company may Corporation shall not withdraw be required to effect more than two (2) Demand Registrations. A Demand Registration shall not be deemed to have been effected and shall not count as one of the Demand Registrations referenced in the immediately preceding sentence (A) unless a filing under Registration Statement with respect thereto has been declared effective by the Commission and remained effective in compliance with the provisions of the Securities Act and the laws of any U.S. state or other jurisdiction applicable to the disposition of Registrable Securities covered by such Registration Statement for: (x) in the case of a Registration Statement other than a Shelf Registration Statement, not less than one hundred and eighty (180) days (or such shorter period as will terminate when all of such Registrable Securities shall have been disposed of in accordance with such Registration Statement) or, if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of external counsel for the Corporation, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, or (y) in the case of a Shelf Registration Statement, three (3) years; (B) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason (other than a violation of applicable law solely by any Participating Holder) and has not thereafter become effective; or (C) if the offering of Registrable Securities is not consummated because the underwriters of an underwritten public offering advise the Participating Holders that the Registrable Securities cannot be sold at a net price per share equal to or above the minimum net price acceptable to Holders holding at least a majority of the Registrable Securities held by the Participating Holders; provided, however, that this Section 3(bclause (C) shall not apply to an underwritten public offering conducted on a “firm commitment basis” which is not consummated following the commencement of a road show; (D) if the conditions to closing specified in the underwriting agreement to which the Corporation is a party, if any, entered into in connection with such registration are not satisfied or Section 5(cwaived (unless a cause of such conditions to closing not being satisfied shall be attributable to any Participating Holder or underwriter); or (E) due if the amount of Registrable Securities of Requesting Holders included in the registration are reduced to fewer than fifty percent (50%) of the Registrable Securities originally requested to be registered; provided, however, that this subsection (E) shall not apply to any underwritten public offering that is not conducted on a “firm commitment” basis. (iii) Notwithstanding anything herein to the contrary, the Corporation will not be required to effect any Demand Registration relating to a Valid Business Reason more than once in Demand Notice made pursuant to Section 1.2(a) if the Corporation reasonably believes, based on the advice of an underwriter that is a reputable nationally-recognized investment bank, that such an offering would not reasonably be expected to generate gross proceeds (before deducting underwriters’ commissions and fees and other expenses) of at least $50,000,000. (iv) Notwithstanding anything herein to the contrary, the Corporation will not be required to effect any 12 month periodDemand Registration (A) during the period starting on the date thirty (30) days prior to the Corporation’s estimated date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of, any Registration Statement (other than on Form S-4 or S-8 under the Securities Act, or any successor form) pertaining to the securities of the Corporation; provided, that the Corporation is employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective and (B) with respect to any Registrable Securities requested to be registered that are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; provided, however, that this subsection (B) shall not postpone apply if the contemplated distribution of such Demand Registration will be an underwritten public offering under this Section 3(b) or Section 5(c) due to that is not conducted on a Valid Business Reason for a period of greater than 90 days during any 12-month period“firm commitment” basis.

Limitations on Demand Registrations. If The Demand Registration ----------------------------------- rights granted to the Holders in Section 3(a) are subject to the following limitations: (i) the Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000.00, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that the limitation set forth in this clause (i) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 under the Act because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the Holders requesting such registration) delivers a written opinion of counsel to such Holders to the effect that such Holders' Registrable Securities may be publicly offered and sold without registration under the Act); and (ii) if the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure any of a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time its subsidiaries (a “"Valid Business Reason”"), (i) the Company may (x) postpone --------------------- filing a Registration Statement registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, and but in no event for more than ninety (ii90) days, and, (y) in case a Registration Statement registration statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors, may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated. The terminated or may postpone amending or supplementing such registration statement; the Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(b3(f)(ii) or Section 5(c) due to a Valid Business Reason hereof more than once in any 12 twelve-month period. Each Holder of Registrable Securities agrees that, and may not postpone an offering under this Section 3(bupon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expenses) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or Section 5(c) due to withdrawal of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event no later than ninety (90) days after the date of the postponement), use its best efforts to promptly effect the registration under the Act of the Registrable Securities covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless the Holder(s) delivering the Demand Registration request shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for a period the purposes of greater than 90 days during any 12-month periodthis Agreement), and such registration shall not be postponed or withdrawn pursuant to clause (ii) above.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any the registration of Registrable Securities should not be made pursuant to a Demand Registration, or continued because it the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would require the Company to make an Adverse Disclosure, or that suspension of such registration is necessary to avoid premature disclosure of a matter the Board has determined would not prepare, obtain or have audited any financial statements or other financial information required by law or SEC regulations to be included or incorporated by reference in the best interests of the Company to be disclosed at such time Registration Statement or Prospectus (each, a “Valid Business Reason”), and the Company furnishes to the Requesting Holder (or Requesting Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) stating that a Valid Business Reason exists (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing a or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to a such Demand Registration until such Valid Business Reason no longer exists, and (ii) in the case of a Registration Statement that has been filed relating with respect to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, Company may postpone amending or supplementing such Registration Statement andStatement, in the case of clauses (i) and (ii) above until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than ninety (90) consecutive days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. For the avoidance of doubt, it is understood and agreed that the Postponing Officer’s Certificate shall contain no information about the Valid Business Reason has not resulted from actions taken or the Adverse Disclosure, and shall merely state that a Valid Business Reason exists. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by delivering written notice to the CompanyCompany within five (5) days of receipt of a Postponing Officer’s Certificate. In addition to the Postponing Officer’s Certificate discussed above, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The the Company shall promptly give written notice to all Holders of its determination to postpone the Requesting Holder (or withdraw a Registration Statement and of Requesting Holders, as the fact that case may be) once the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw postpone a filing under filing, amendment or supplement or suspend the use of a Shelf Registration Statement pursuant to Section 2.02(e) or pursuant to this Section 3(b) or Section 5(c2.01(b) due to a Valid Business Reason more than once two (2) times, or for more than an aggregate of ninety (90) days, in any 12 month periodall such cases, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period. Each Holder shall keep confidential the fact that a Demand Registration Notice was made and, if applicable, a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s directors, officers, employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. If (i) Notwithstanding anything herein to the contrary, the Company may suspend the registration process and/or any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith when the Board of Directors, has determined in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially interfere with adverse to the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any material other action were taken in connection therewith because such filing, effectiveness or other action either would (A) materially adversely affect a significant financing, acquisition, corporate reorganization or disposition, merger or other material transaction involving the Company or is necessary to avoid transaction, (B) require premature disclosure of a matter the Board has determined would not be in the best interests of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to be disclosed at such time comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, (i) however, that such right to delay shall be exercised by the Company may postpone filing a Registration Statement relating not more than twice in any twelve (12) month period and the Company shall only have the right to a Demand Registration until delay so long as such Valid Business Reason exists (but in no event for a period longer exists, than (i) sixty (60) days with respect to each such instance of delay and (ii) ninety (90) days in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminatedaggregate in any twelve month period). The Company shall give written notice to all Holders of its determination each Participating Holder that the registration process has been delayed and upon notice duly given pursuant to postpone or withdraw a Section 2.3, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement and until such Holder’s receipt of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated prospectus, or until it is advised in writing by the Company that the prospectus may be used, and meeting has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the requirements nature of Section 7(a)(vi). the event giving rise to a suspension in any notice to Holders. (ii) Notwithstanding anything herein to the contrary contained hereincontrary, the Company may shall not withdraw be required to effect more than three (3) Demand Registrations. A Demand Registration shall not be deemed to have been effected and shall not count as one of the Demand Registrations referenced in the immediately preceding sentence (A) unless a filing under Registration Statement with respect thereto has been declared effective by the Commission and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by Holders thereof set forth in such Registration Statement or there shall cease to be any Registrable Securities covered by such Registration Statement; provided, however, that such period shall not be required to exceed one hundred eighty (180) days; (B) if, after it has become effective, (i) such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason (other than a violation of applicable law solely by any Participating Holder) and has not thereafter become effective; or (ii) the offering of Registrable Securities is not consummated because the underwriters of an underwritten public offering advise the Participating Holders that the Registrable Securities cannot be sold at a net price per share equal to or above the minimum net price acceptable to Holders holding at least a majority of the Voting Power of the Registrable Securities held by the Participating Holders, provided, however, that this Section 3(bclause (B)(ii) shall not apply to an underwritten public offering conducted on a “firm commitment basis” which is not consummated following the commencement of a road show, unless such offering is an IPO and the underwriters of such offering advise the Participating Holders that the Registrable Securities cannot be sold at a net price per share equal to or Section 5(cabove the Minimum Price; (C) due if the conditions to closing specified in the underwriting agreement to which the Company is a party, if any, entered into in connection with such registration are not satisfied or waived (unless a cause of such conditions to closing not being satisfied shall be attributable to any Participating Holder or underwriter); or (D) if there is not Full Cooperation in connection therewith. (iii) Notwithstanding anything herein to the contrary, the Company will not be required to effect any Demand Registration relating to a Valid Business Reason more than once in Demand Notice made pursuant to Section 1.2(a) if the Company reasonably believes, based on the advice of an underwriter that is a reputable nationally recognized investment bank, that such an offering would not reasonably be expected to generate gross proceeds (before deducting underwriters’ commissions and fees and other expenses) of at least $100,000,000. (iv) Notwithstanding anything herein to the contrary, the Company will not be required to effect any 12 month periodDemand Registration (A) during the period starting on the date thirty (30) days prior to the Company’s estimated date of filing of, and ending on the date that is the later of (x) the expiration of any contractual lockup restrictions on the Company, and (y) one hundred eighty (180) days immediately following the effective date of, any Registration Statement (other than on Form S--4 or S-8 under the Securities Act, or any successor form) pertaining to the securities of the Company, provided, that the Company is employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective and (B) with respect to any Registrable Securities requested to be registered that are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered, provided, however, that this subsection (B) shall not postpone apply if the contemplated distribution of such Demand Registration will be an underwritten public offering under this Section 3(b) or Section 5(c) due to that is not conducted on a Valid Business Reason for a period of greater than 90 days during any 12-month period“firm commitment” basis.

Limitations on Demand Registrations. (i) The Company shall be obligated to effect no more than four Demand Registrations in total and no more than two such registrations in any twelve-month period. For purposes of the preceding sentence, registration shall not be deemed to have been effected (A) unless a registration statement with respect thereto has become effective, (B) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such interference is not thereafter eliminated, or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived by reason of a failure on the part of the Company, unless caused by a Selling Holder. If the Board Company shall have complied with its obligations under this Section 2, a right to demand a registration pursuant to Section 2(a) shall be deemed to have been satisfied upon the earlier of Directors(X) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to a registration statement, (Y) the date when all of the Registrable Securities covered by the Registration Statement cease to be Registrable Securities and (Z) the date as of which such Demand Registration shall have been Continuously Effective for a period of not less than one hundred eighty (180) days ("Minimum Effective Period"). (ii) Notwithstanding the foregoing, the Demand Registration rights granted to the Holders in Section 2(a) are subject to the following limitations: (A) each registration in respect of a Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that (x) the limitation set forth in this clause (A) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's counsel delivers a written opinion of counsel, which shall be in a form reasonably satisfactory to such Holder's counsel, to such Holders to the effect that such Holder's Registrable Securities may be publicly offered and sold without registration under the Act and (y) if the Underwriters' Representative or Agent advises the Company in writing that, in its good faith judgmentopinion, determines that any registration the amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering without adversely affecting the marketability of the offering, the minimum aggregate market value of Registrable Securities should to be included in such Demand Registration may be reduced to the extent required, but in no event may the aggregate market value of the Registrable Securities included therein be lower than $2,000,000); (B) the Company shall not be made required to cause a registration pursuant to Section 2(a) to be declared effective within a period of one hundred twenty (120) days of the effective date of any registration statement of the Company effected in connection with a Demand Registration, provided the Company has not breached its obligations under Section 2(a); (C) the Demand Registration rights contained herein shall be subject to the terms and conditions of the registration rights and other terms and conditions contained in Section 7.3 of the Preferred Share Purchase Agreement, dated as of June 16, 1997, as amended, between the Company, formerly known as California Real Estate Investment Trust, and Veqtor Finance Company, LLC, and Section 6 of the Registration Rights Agreement, dated as of July 28, 1998, among the Company, Vornado Realty L.P., EOP Operating Limited Partnership, Mellon Bank N.A., as trustee for General Motors Hourly-Rate Employees Pension Trust and Mellon Bank N.A., as trustee for General Motors Salaried Employees Pension Trust (the "Existing Registration Rights") and the Company shall not be required to cause a registration pursuant to Section 2(a) to be declared effective or continued because it would materially interfere to include any Registrable Securities in a Demand Registration hereunder to the extent not permitted by the Existing Registration Rights; (D) the Company shall not be required to file a registration statement at any time prior to October 11, 2004 nor have any registration statement declared effective prior to November 11, 2004 if filed prior thereto unless Purchaser is permitted to sell, transfer or otherwise dispose of Registrable Securities prior to such time pursuant to Section 2.7 of the Securities Purchase Agreement; (E) the Company shall not be required to file a registration statement or to keep a registration statement effective and current and compliant with respect to applicable disclosure requirements and the Company shall be permitted to suspend the use of any then effective registration statement if the Chief Executive Officer or the Chief Financial Officer of the Company certifies to the Holders in writing the existence of circumstances relating to a material financingpending development, acquisitionincluding, corporate reorganization but not limited to a pending or contemplated material acquisition or merger or other material transaction involving or event, which would require additional disclosure by the Company in the registration statement of previously non-public material information which the Company in its good faith judgment has a bona fide business purpose for keeping confidential and the nondisclosure of which in the registration statement might cause the registration statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay the filing of a registration or is documents necessary to avoid premature disclosure of a matter keep an existing registration statement effective and current and compliant nor suspend the Board has determined would use thereof for such reason for more than ninety (90) days in the aggregate in any calendar year; and (F) the Company shall not be required to file a registration statement or to keep a registration statement effective and current and compliant and the Company shall be permitted to suspend the use of any then effective registration statement during the period starting with the date fifteen (15) days prior to the Company's good faith estimate, as certified in the best interests writing by an executive officer of the Company to be disclosed at such time (a “Valid Business Reason”)the Holders, (i) of the date of the proposed pricing of an underwritten public offering of equity securities of the Company may postpone filing for the account of the Company whether covered by a Registration Statement relating prospectus under primary registration statement filed specifically for the proposed offering or a prospectus supplement under an effective primary shelf registration statement on file pursuant to a Demand Registration until such Valid Business Reason no longer existsRule 415 under the Securities Act, and ending on the date ninety (ii90) in case a Registration Statement has been filed relating to a Demand Registrationdays following the consummation of such underwritten public offering; provided, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (includinghowever, in the case of a Long-Form Registrationforegoing clauses (E) and (F), the period referred to in the second sentence of Section 3(d)) Minimum Effective Period shall be extended by the aggregate number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month periodrestriction.

Limitations on Demand Registrations. If The rights of the Board CCEC to effect a Demand Registration shall be limited as follows: (i) The Company shall not be required to effect Demand Registrations unless the Company qualifies to use Form S-3 or any similar short form registration. ZiaSun shall use every reasonable effort to qualify for registration on Form S-3 or its successor form; and, (ii) ZiaSun shall not be required to effect a registration pursuant to this subsection within 90 days of Directorsthe effective date of any other registration statement; and, in its the Company shall not be obligated to effect a registration, qualification, or compliance under this Article III during the period starting sixty (60) days prior to the Company's good faith judgmentestimate of the date of filing of, determines and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration to become effective; and, (iii) ZiaSun shall not be required to effect a registration pursuant to this subsection if it has, within the 12 month period preceding the date of any request under this subsection already effected two registrations pursuant to this subsection; and, (iv) ZiaSun shall not be required to effect a registration pursuant to this subsection unless CCEC's request for registration proposes to dispose of shares of Registrable Securities should having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of at least $250,000; and, (v) ZiaSun shall not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving required to effect a registration pursuant to this subsection if ZiaSun shall furnish to CCEC a certificate signed by the Company or is necessary to avoid premature disclosure President of a matter the Board has determined would not be ZiaSun stating that in the best interests of the Company to be disclosed at such time (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority good faith judgment of the Board of DirectorsDirectors of ZiaSun, may postpone amending or supplementing it would be seriously detrimental to ZiaSun and its shareholders for such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement Form S-3 registration to be withdrawn and its effectiveness terminated. The Company effected at such time, in which event ZiaSun shall give written notice have the right to all Holders of its determination to postpone or withdraw a Registration Statement and defer the filing of the fact that the Valid Business Reason Form S-3 registration statement for such postponement or withdrawal no longer exists, in each case, promptly a period of not more than 90 days after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date receipt of the giving request of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing CCEC under this Section 3(b) or Section 5(c) due to a Valid Business Reason Section, provided, however, that ZiaSun shall not utilize this right more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period; and, (vi) Unless waived by CCEC, any Demand Registration must be firmly underwritten by underwriters selected by the CCEC, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company and the CCEC shall obtain the commitment of such underwriter to firmly underwrite the offering; and, (vii) Subject to the foregoing, ZiaSun will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by CCEC thereof for purposes of disposition; and, (viii) The Company will not be deemed to have provided a Demand Registration hereunder unless, in addition to the satisfaction of any other conditions required by this Agreement, such registration has become effective.

Limitations on Demand Registrations. If The Demand Registration rights granted to the Holders in Section 3(a) are subject to each of the following limitations: (i) the Company shall not be required to cause a Demand Registration pursuant to Section 3(a) to be declared effective within a period of one hundred eighty (180) days after the effective date of any registration statement (other than a registration statement on Form S-4 or Form S-8 or any successor form) of the Company under the Act covering securities of the same class as any Registrable Securities and (ii) if the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any registration of Registrable Securities or sales thereof pursuant to a registration statement should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure any of a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time its subsidiaries (a “Valid Business Reason”"VALID BUSINESS REASON"), (i) the Company may postpone filing or effecting a Registration Statement registration statement relating to a Demand Registration Registration, or withdraw or suspend sales under the same, until such Valid Business Reason no longer exists, and but in no event for more than one hundred eighty (180) days after the date of postponement, withdrawal or suspension, as the case may be; provided, however, that the Company may not postpone or withdraw a filing or suspend sales under this Section 3(f)(ii) more than once in any twelve-month period; PROVIDED, HOWEVER, that the Company may not take any such action unless it simultaneously takes similar action with respect to any other Registration Statements under the Act of the Company that are then effective or that are contemplated or required to be filed. Upon receipt by a Holder of any notice from the Company that the Company has determined to withdraw or suspend sales under any effective registration statement pursuant to clause (ii) in case a Registration Statement has been filed relating above, such Holder will discontinue its disposition of Registrable Securities pursuant to a Demand Registrationsuch registration statement and, if so directed by the Company, upon will deliver to the approval of a majority Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession, of the Board prospectus covering such Registrable Securities that was in effect at the time of Directorsreceipt of such notice. If the Company shall give any notice of postponement or withdrawal of, may postpone amending or supplementing suspension of sales under, a registration statement, the Company shall, at such Registration Statement and, if time as the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for caused such postponement or withdrawal no longer exists, exists (but in each case, promptly no event later than one-hundred eighty (180) days after the occurrence thereofdate of the postponement, withdrawal or suspension), use commercially reasonable efforts to effect promptly the registration under the Act of the Registrable Securities covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless a majority of the Initiating Holders of such class delivering the Demand Registration request shall have withdrawn such request) or to amend or supplement the registration statement under which sales were suspended. If sales were suspended under a registration statement, then the Company gives notice period of its determination to postpone or withdraw a Registration Statement pursuant to this 90 days specified in Section 3(b), the Company ) hereof shall extend be extended by the period during which such Registration Statement shall be maintained effective pursuant Holders are required to this Agreement (including, in the case so discontinue disposition of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month periodSecurities.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any the registration of Registrable Securities should not be made pursuant to a Demand Registration, or continued because it the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board has determined would not be in the best interests of require the Company to be disclosed at such time make an Adverse Disclosure (a “Valid Business Reason”), and the Company furnishes to the Requesting Holder (or Requesting Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) stating that a Valid Business Reason exists (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing a or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to a such Demand Registration until such Valid Business Reason no longer exists, and (ii) in the case of a Registration Statement that has been filed relating with respect to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, Company may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause or causing such Registration Statement to be withdrawn declared effective, in the case of clauses (i) and its effectiveness terminated(ii) above until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than ninety (90) days after the date of the Demand Registration Notice or, if earlier, the occurrence of the Valid Business Reason. The In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Postponing Officer’s Certificate discussed above, the Company shall promptly give written notice to all Holders of its determination to postpone the Requesting Holder (or withdraw a Registration Statement and of Requesting Holders, as the fact that case may be) once the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw postpone a filing filing, amendment, supplement or declaration of effectiveness under this Section 3(b) or Section 5(c2.01(b) due to a Valid Business Reason more than once two (2) times, or for more than an aggregate of one hundred and twenty (120) days, in any 12 month periodeach case, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. If (i) The Company may delay making a filing of a Registration Statement or taking action in connection therewith by not more than sixty (60) days after receipt of a Demand Request if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 1.2, stating that the Board of Directors, Directors of the Company (the “Board”) has determined in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be seriously detrimental to the Company and its stockholders if such Registration Statement (or an amendment thereto) were filed and such Registration Statement (or amendment) were to become effective, or remain effective for the time otherwise required for such Registration Statement to remain effective, because such action either would (A) materially interfere with any material adversely affect a significant financing, acquisition, corporate reorganization or disposition, merger or other material transaction involving the Company or is necessary to avoid transaction, (B) require premature disclosure of a matter the Board has determined would not be in the best interests of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to be disclosed at such time comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”)) and that it is therefore essential to defer the filing of the Registration Statement; provided, (i) however, that such right to delay a Demand Request shall be exercised by the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, period and may not postpone an offering under this Section 3(b) or Section 5(c) due the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists (but in no event for a period longer than sixty (60) days), and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of greater anyone other than 90 the Holders other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction. (ii) The Company shall only be obligated to effect five (5) Demand Requests pursuant to this Section 1.2, except for Demand Requests for registrations on Form S-3 which shall be unlimited. (iii) The Company will not be required to effect any registration in response to a Demand Request during the period starting on the date thirty (30) days during prior to the Company’s estimated date of filing of, and ending on the date (x) subject to the immediately following clause (y), one-hundred eighty (180) days immediately following the effective date of, any 12-month periodRegistration Statement (other than on Form S-4 or S-8) pertaining to the securities of the Company or (y) sixty (60) days immediately following the effective date of the Registration Statement filed in response to a Form S-3 Demand, provided that the Company is employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminatedterminated or may postpone amending or supplementing such Registration Statement, and such Demand Registration shall not be considered a Demand Registration for the purposes of Section 3.1(A)(3). The Company shall give written notice, which notice shall be signed by the Chairman of the Board of Directors of the Company, to all Designated Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b)3.2, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)3.4) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) 3.2 to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi5.1(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(b) or Section 5(c) 3.2 due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason twice for a period of greater than up to 90 days during in any 12-month period.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any the registration of Registrable Securities should not be made pursuant to a Demand Registration, or continued because it the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board has determined would not be in the best interests of require the Company to be disclosed at such time make an Adverse Disclosure (a “Valid Business Reason”), and the Company notifies the Requesting Holder (or Requesting Holders, as the case may be) in writing of the existence of a Valid Business Reason (“Valid Business Reason Notice”) , (i) the Company may postpone the filing a or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to a such Demand Registration until such Valid Business Reason no longer exists, and (ii) in the case of a Registration Statement that has been filed relating with respect to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, Company may postpone amending or supplementing such Registration Statement Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Valid Business Reason has not resulted from actions taken by Notice discussed above, the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall promptly give written notice to all Holders of its determination to postpone the Requesting Holder (or withdraw a Registration Statement and of Requesting Holders, as the fact that case may be) once the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw postpone a filing filing, amendment or supplement under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c2.01(b) due to a Valid Business Reason for a period more than an aggregate of greater than 90 ninety (90) days during any 12-month period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Valid Business Reason Notice and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any the registration of Registrable Securities should not be made pursuant to a Demand Registration, or continued because it the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board has determined would not be in the best interests of require the Company to be disclosed at such time make an Adverse Disclosure (a “Valid Business Reason”), and the Company furnishes to the Requesting Holder (or Requesting Holders, as the case may be) a certificate signed by the Chief Executive Officer or any other senior executive officer of the Company stating such (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing a or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to a such Demand Registration until such Valid Business Reason no longer exists, and (ii) in the case of a Registration Statement that has been filed relating with respect to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, Company may postpone amending or supplementing such Registration Statement Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Valid Business Reason has not resulted from actions taken by Postponing Officer’s Certificate discussed above, the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall promptly give written notice to all Holders of its determination to postpone the Requesting Holder (or withdraw a Registration Statement and of Requesting Holders, as the fact that case may be) once the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw postpone a filing filing, amendment or supplement under this Section 3(b) or Section 5(c2.01(b) due to a Valid Business Reason more than once three (3) times, or for more than an aggregate of ninety (90) days, in any 12 month periodeach case, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board of Directors has determined would not be in the best interests of the Company to be disclosed at such time including any registration of Registrable Securities that is requested or continuing at a time during a “blackout period” in accordance with the Company’s trading policies or at such time that any Initiating Holder may be deemed to hold material non-public information regarding the Company, due to such person’s status as a director or officer of the Company, or otherwise (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if determined by the Valid Business Reason has not resulted from actions taken by Board of Directors to be in the best interests of the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all participating Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 [120] days during any 12-month period.

Limitations on Demand Registrations. If (i) Notwithstanding anything herein to the contrary, the Company may suspend the registration process and/or any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith when the Board of Directors, has determined in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially interfere with adverse to the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any material other action were taken in connection therewith because such filing, effectiveness or other action either would (A) materially adversely affect a significant financing, acquisition, corporate reorganization or disposition, merger or other material transaction involving the Company or is necessary to avoid transaction, (B) require premature disclosure of a matter the Board has determined would not be in the best interests of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to be disclosed at such time comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, (i) however, that such right to delay shall be exercised by the Company may postpone filing a Registration Statement relating not more than twice in any twelve (12) month period and the Company shall only have the right to a Demand Registration until delay so long as such Valid Business Reason exists (but in no event for a period longer exists, than (i) sixty (60) days with respect to each such instance of delay and (ii) ninety (90) days in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminatedaggregate in any twelve month period). The Company shall give written notice to all Holders of its determination each Participating Holder that the registration process has been delayed and upon notice duly given pursuant to postpone or withdraw a Section 2.3, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement and until such Holder’s receipt of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated prospectus, or until it is advised in writing by the Company that the prospectus may be used, and meeting has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the requirements nature of Section 7(a)(vi). the event giving rise to a suspension in any notice to Holders. (ii) Notwithstanding anything herein to the contrary contained hereincontrary, the Company may shall not withdraw be required to effect more than three (3) Demand Registrations. A Demand Registration shall not be deemed to have been effected and shall not count as one of the Demand Registrations referenced in the immediately preceding sentence (A) unless a filing under Registration Statement with respect thereto has been declared effective by the Commission and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by Holders thereof set forth in such Registration Statement or there shall cease to be any Registrable Securities covered by such Registration Statement; provided, however, that such period shall not be required to exceed one hundred eighty (180) days; (B) if, after it has become effective, (i) such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason (other than a violation of applicable law solely by any Participating Holder) and has not thereafter become effective; or (ii) the offering of Registrable Securities is not consummated because the underwriters of an underwritten public offering advise the Participating Holders that the Registrable Securities cannot be sold at a net price per share equal to or above the minimum net price acceptable to Holders holding at least a majority of the Voting Power of the Registrable Securities held by the Participating Holders, provided, however, that this Section 3(bclause (B)(ii) shall not apply to an underwritten public offering conducted on a “firm commitment basis” which is not consummated following the commencement of a road show, unless such offering is an IPO and the underwriters of such offering advise the Participating Holders that the Registrable Securities cannot be sold at a net price per share equal to or Section 5(cabove the Minimum Price; (C) due if the conditions to closing specified in the underwriting agreement to which the Company is a party, if any, entered into in connection with such registration are not satisfied or waived (unless a cause of such conditions to closing not being satisfied shall be attributable to any Participating Holder or underwriter); or (D) if there is not Full Cooperation in connection therewith. (iii) Notwithstanding anything herein to the contrary, the Company will not be required to effect any Demand Registration relating to a Valid Business Reason more than once in Demand Notice made pursuant to Section 1.2(a) if the Company reasonably believes, based on the advice of an underwriter that is a reputable nationally recognized investment bank, that such an offering would not reasonably be expected to generate gross proceeds (before deducting underwriters’ commissions and fees and other expenses) of at least $100,000,000. (iv) Notwithstanding anything herein to the contrary, the Company will not be required to effect any 12 month periodDemand Registration (A) during the period starting on the date thirty (30) days prior to the Company’s estimated date of filing of, and ending on the date that is the later of (x) the expiration of any contractual lockup restrictions on the Company, and (y) one hundred eighty (180) days immediately following the effective date of, any Registration Statement (other than on Form S-4 or S-8 under the Securities Act, or any successor form) pertaining to the securities of the Company, provided, that the Company is employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective and (B) with respect to any Registrable Securities requested to be registered that are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered, provided, however, that this subsection (B) shall not postpone apply if the contemplated distribution of such Demand Registration will be an underwritten public offering under this Section 3(b) or Section 5(c) due to that is not conducted on a Valid Business Reason for a period of greater than 90 days during any 12-month period“firm commitment” basis.