Common use of Limitations on Demand Registrations Clause in Contracts

Limitations on Demand Registrations. The Holders will be entitled to initiate up to an aggregate of three (3) Demand Registrations, and the Company will not be obligated to effect more than one Demand Registration in any six month period provided each such request provides for the registration of at least 20% of the Registrable Securities then held by all of the Holders or is reasonably expected to result in aggregate gross proceeds of at least $25 million. Upon filing a Registration Statement, the Company will use its reasonable best efforts to keep such Registration Statement effective with the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request (or to terminate the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any Demand Registration to be effected under any Short-Form Registration) due to marketing conditions or regulatory reasons relating to the Company (provided that this clause (a) shall cease to apply to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Holder). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitation.

Limitations on Demand Registrations. The Holders will If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be entitled to initiate up to an aggregate of three (3) Demand Registrationsmade or continued because it would materially interfere with any material financing, and acquisition, corporate reorganization or merger or other material transaction involving the Company will not be obligated to effect more than one Demand Registration in any six month period provided each such request provides for (a “Valid Business Reason”), (i) the registration of at least 20% of the Registrable Securities then held by all of the Holders or is reasonably expected to result in aggregate gross proceeds of at least $25 million. Upon Company may postpone filing a Registration StatementStatement 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 will use its reasonable best efforts to keep Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement effective with the SEC at all times during the applicable to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Period. No request for Statement, and such Demand Registration shall not be considered a Demand Registration will count for the purposes of Section 3.1(A)(3). The Company shall give written notice, which notice shall be signed by the limitations 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 5 if (a) 3.2, the Holders Representative determines in good faith to withdraw Company shall extend the proposed registration prior to the effectiveness of the period during which such Registration Statement relating shall be maintained effective pursuant to such request this Agreement (or to terminate including, in the underwritten offering prior to execution case of the underwriting agreement or purchase agreement for any Demand Registration to be effected under any Shorta Long-Form Registration, the period referred to in the second sentence of Section 3.4) due to marketing conditions or regulatory reasons relating to by the Company (provided that this clause (a) shall cease to apply to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution number of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) days during the Registration Statement relating to such request is not declared effective within 60 days period from and including the date of the giving of such notice pursuant to this Section 3.2 to and including the date when sellers of such Registrable Securities under such Registration Statement is first filed with shall have received the SEC (other than solely by reason copies of the Holder having refused to proceed supplemented or provide any required information for inclusion therein) amended Prospectus contemplated by and meeting the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale requirements of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the HolderSection 5.1(a)(vi). Notwithstanding anything to the foregoingcontrary contained herein, the Company will pay all Registration Expenses may not postpone or withdraw a filing under this Section 3.2 due to a Valid Business Reason more than twice for a period of up to 90 days in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitation12-month period.

Limitations on Demand Registrations. The Demand Registration ----------------------------------- rights granted to the Holders will be entitled in Section 3(a) are subject to initiate up to the following limitations: (i) the Demand Registration must include Registrable Securities having an aggregate of three (3) Demand Registrations, and the Company will not be obligated to effect more than one Demand Registration in any six month period provided each such request provides for the registration market value of at least 20% $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 Directors 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 transaction involving the Company or any of its subsidiaries (a "Valid Business Reason"), the Company may (x) postpone --------------------- filing a 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, (y) 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 Company's Board of Directors, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement; the Company shall give written notice 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. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under Section 3(f)(ii) hereof more than once in any twelve-month period. 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) 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 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 then held covered by all of the Holders postponed or is reasonably expected to result withdrawn registration statement in aggregate gross proceeds of at least $25 million. Upon filing a accordance with this Section 3 (unless the Holder(s) delivering the Demand Registration Statementrequest shall have withdrawn such request, in which case the Company will use its reasonable best efforts shall not be considered to keep such Registration Statement have effected an effective with the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count registration for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith Agreement), and such registration shall not be postponed or withdrawn pursuant to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request (or to terminate the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any Demand Registration to be effected under any Short-Form Registration) due to marketing conditions or regulatory reasons relating to the Company (provided that this clause (aii) shall cease to apply to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Holder). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitation.

Limitations on Demand Registrations. The Holders will be entitled If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall exist to initiate up postpone the registration of Registrable Securities pursuant to an aggregate a Demand Registration, or the amendment or supplement of three (3) a Registration Statement filed pursuant to a Demand RegistrationsRegistration, and the Company will not be obligated furnishes to effect more than one Demand Registration in any six month period provided each such request provides for the registration of at least 20% of Requesting Holder (or Requesting Holders, as the Registrable Securities then held by all of the Holders or is reasonably expected to result in aggregate gross proceeds of at least $25 million. Upon filing case may be) a Registration StatementPostponing Officer’s Certificate, (i) the Company will use its reasonable best efforts to keep such Registration Statement effective with may postpone the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith to withdraw the proposed registration prior to the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to such request Demand Registration and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 to terminate requesting Holders, as the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any case may be) initiating such Demand Registration shall be entitled to be effected 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 the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such postponement no longer exists. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under any Short-Form Registrationthis Section 2.02(b) due to marketing conditions a Valid Business Reason more than three (3) times, or regulatory reasons relating for more than an aggregate of ninety (90) days, in each case, 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 this clause 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 (aE) shall cease to apply for disclosure to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Holder). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitation.

Limitations on Demand Registrations. The Holders will be entitled If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall exist to initiate up postpone the registration of Registrable Securities pursuant to an aggregate a Demand Registration, or the amendment or supplement of three (3) a Registration Statement filed pursuant to a Demand RegistrationsRegistration, and the Company will not be obligated furnishes to effect more than one Demand Registration in any six month period provided each such request provides for the registration of at least 20% of the Registrable Securities then held by all of the Participating Holders or is reasonably expected to result in aggregate gross proceeds of at least $25 million. Upon filing a Registration StatementPostponing Officer’s Certificate, (i) the Company will use its reasonable best efforts to keep such Registration Statement effective with may postpone the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith to withdraw the proposed registration prior to the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to such Demand Registration and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 Requesting Holder(s), 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 the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such postponement no longer exists. Notwithstanding anything to terminate the underwritten offering prior to execution of contrary contained herein, the underwriting agreement Company may not postpone a filing, amendment or purchase agreement for any Demand Registration to be effected supplement under any Short-Form Registrationthis Section 2.02(b) due to marketing conditions a Valid Business Reason more than two (2) times, or regulatory reasons relating for more than an aggregate of ninety (90) days, in each case, 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 this clause 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 (aE) shall cease to apply for disclosure to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Holder). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitation.

Limitations on Demand Registrations. The Demand Registration rights granted to the Holders will be entitled in Section 3(a) are subject to initiate up to an aggregate each of three the following limitations: (3i) Demand Registrations, and the Company will shall not be obligated required to effect 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 Directors 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 because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or any of its subsidiaries (a "VALID BUSINESS REASON"), the Company may postpone filing or effecting a registration statement relating to a Demand Registration, or withdraw or suspend sales under the same, until such Valid Business Reason no longer exists, but in no event for more than one Demand Registration 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 six twelve-month period provided each period; PROVIDED, HOWEVER, that the Company may not take any such request provides for 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) 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 expense) 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, or suspension of sales under, 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 one-hundred eighty (180) days after the date of the postponement, withdrawal or suspension), use commercially reasonable efforts to effect promptly the registration of at least 20% under the Act of the Registrable Securities then held covered by all the postponed or withdrawn registration statement in accordance with this Section 3 (unless a majority of the Initiating Holders or is reasonably expected to result in aggregate gross proceeds of at least $25 million. Upon filing a Registration Statement, such class delivering the Company will use its reasonable best efforts to keep such Registration Statement effective with the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (arequest shall have withdrawn such request) the Holders Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request (or to terminate amend or supplement the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any Demand Registration to be effected registration statement under any Short-Form Registration) due to marketing conditions or regulatory reasons relating to the Company (provided that this clause (a) shall cease to apply to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected which sales were suspended. If sales were suspended under a Short-Form Registration)registration statement, (b) then the Registration Statement relating to such request is not declared effective within 60 period of 90 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder Section 3(b) hereof shall be extended by the Holder). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant period during which Holders are required to Section 5 regardless so discontinue disposition of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitationRegistrable Securities.

Limitations on Demand Registrations. The Holders will If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be entitled to initiate up to an aggregate of three (3) Demand Registrationsmade or continued because it would materially interfere with any material financing, and acquisition, corporate reorganization or merger or other material transaction involving the Company will or is necessary to avoid premature disclosure of a matter the Board of Directors has determined would not be obligated in the best interests of the Company to effect more than one Demand Registration in be disclosed at such time including any six month period provided each such request provides for the registration of Registrable Securities that is requested or continuing at least 20% 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 Registrable Securities then held by all of Company, or otherwise (a “Valid Business Reason”), (i) the Holders or is reasonably expected to result in aggregate gross proceeds of at least $25 million. Upon Company may postpone filing a Registration Statement, the Company will use its reasonable best efforts to keep such Registration Statement effective with the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to a Demand Registration until such request Valid Business Reason no longer exists, and (or ii) in case a Registration Statement has been filed relating to terminate a Demand Registration, the underwritten offering prior to execution Company, upon the approval of a majority of the underwriting agreement Board of Directors, may postpone amending or purchase agreement for any Demand supplementing such Registration Statement and, if determined by the Board of Directors to be effected under any Shortin 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 marketing conditions a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or regulatory reasons relating Section 5(c) due to the Company (provided that this clause (a) shall cease to apply to a Valid Business Reason for a period of greater than [120] days during any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short12-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Holder). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitationmonth period.

Limitations on Demand Registrations. The Holders will be entitled If the Board of Directors, in its good faith judgment, determines that the registration of Registrable Securities pursuant to initiate up a Demand Registration, or 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 aggregate of three Adverse Disclosure (3) Demand Registrationsa “Valid Business Reason”), and the Company will not be obligated to effect more than one Demand Registration notifies the Requesting Holder (or Requesting Holders, as the case may be) in any six month period provided each such request provides for the registration of at least 20% writing of the Registrable Securities then held by all existence of the Holders or is reasonably expected to result in aggregate gross proceeds of at least $25 million. Upon filing a Registration StatementValid Business Reason (“Valid Business Reason Notice”) , (i) the Company will use its reasonable best efforts to keep such Registration Statement effective with may postpone the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith to withdraw the proposed registration prior to the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to such request Demand Registration and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 to terminate requesting Holders, as the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any case may be) initiating such Demand Registration shall be entitled to be effected 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 Notice discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such postponement no longer exists. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under any Short-Form Registrationthis Section 2.01(b) due to marketing conditions a Valid Business Reason for more than an aggregate of 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 regulatory reasons relating 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 this clause 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 (aE) shall cease to apply for disclosure to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Holder). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitation.

Limitations on Demand Registrations. The Demand Registration ----------------------------------- rights granted to the Holders will be entitled in Section 3(a) are subject to initiate up to the following limitations: (i) each registration in respect of a Demand Registration must include Registrable Securities having an aggregate of three (3) Demand Registrations, and the Company will not be obligated to effect more than one Demand Registration in any six month period provided each such request provides for the registration market value of at least 20% $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 Directors 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 transaction involving the Company or any of its subsidiaries (a "VALID BUSINESS -------------- REASON"), the Company may (x) postpone filing a 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,(y) 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 Company's Board of Directors, such majority to include at least one director affiliated with WSDF, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement; the Company shall give written notice 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. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under Section 3(f)(iii) hereof more than once in any twelve-month period. 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 (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 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 then held covered by all of the Holders postponed or is reasonably expected to result withdrawn registration statement in aggregate gross proceeds of at least $25 million. Upon filing a accordance with this Section 3 (unless the Holder(s) delivering the Demand Registration Statementrequest shall have withdrawn such request, in which case the Company will use its reasonable best efforts shall not be considered to keep such Registration Statement have effected an effective with the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count registration for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith Agreement), and such registration shall not be postponed or withdrawn pursuant to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request (or to terminate the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any Demand Registration to be effected under any Short-Form Registration) due to marketing conditions or regulatory reasons relating to the Company (provided that this clause (aiii) shall cease to apply to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Holder). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitation.

Limitations on Demand Registrations. (i) The Holders will 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 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 or confidentially submit such Registration Statement or take such action pursuant to this Section 2, stating that the Board has determined in good faith that if such Registration Statement (or an amendment thereto) were filed or confidentially submitted 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, then such action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require pursuant to applicable law premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”) and that it is therefore beneficial to defer the filing or confidential submission of the Registration Statement; provided, however, that such right to delay a Demand Request shall be entitled to initiate up to an aggregate of exercised by the Company not more than three (3) Demand Registrations, times in any twelve (12) month period and the Company will 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 obligated to effect issued and sold for its own account or for that of anyone else; provided, further, that the Company may, in the event it exercises such right more than one Demand (1) time in accordance with the immediately preceding proviso, delay making a filing of a Registration Statement or taking action in connection therewith for a maximum aggregate of ninety (90) days in any six twelve (12) month period provided each such request provides for the registration of at least 20% of the Registrable Securities then held by all of the Holders or is reasonably expected to result in aggregate gross proceeds of at least $25 million. Upon filing a Registration Statement, the Company will use its reasonable best efforts to keep such Registration Statement effective with the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request (or to terminate the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any Demand Registration to be effected under any Short-Form Registration) due to marketing conditions or regulatory reasons relating to the Company (provided that this clause (a) shall cease to apply to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of such order, or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Holder). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the limitation set forth above. No Piggyback Registration shall count for purposes of this limitationperiod.