Common use of Suspension of Prospectus Clause in Contracts

Suspension of Prospectus. Under any registration statement filed ------------------------ pursuant to Section 8A.2 hereof, RoweCom may restrict disposition of Registrable Securities, and a Resale Holder will not be able to dispose of such Registrable Securities, if RoweCom will have delivered a notice in writing to such Resale Holder stating that a delay in the disposition of such Registrable Securities is necessary because RoweCom, in its reasonable judgment, has determined in good faith that such sales would require public disclosure by RoweCom of material nonpublic information that is not included in such registration statement and that immediate disclosure of such information would be materially adverse to RoweCom. In the event of the delivery of the notice described above by RoweCom, RoweCom will use its reasonable best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of RoweCom to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities will not exceed 75 days in the aggregate and no longer than 30 days as to any single delay (any such period of delay herein referred to as a "blackout period"); after the registration statement is --------------- declared effective, no blackout period may be imposed during the 15-day period following the date of effectiveness or the termination date of the last blackout period. In addition, each Resale Holder who becomes an officer, director, or employee of RoweCom will be subject to the trading restrictions related to the release of quarterly results of operations in the same manner as other officers, directors, and employees of RoweCom.

Suspension of Prospectus. Under any registration statement filed ------------------------ pursuant to Section 8A.2 hereofEach Investor acknowledges that there may occasionally be times when the Company determines, RoweCom may restrict disposition of Registrable Securities, and a Resale Holder will not be able to dispose of such Registrable Securities, if RoweCom will have delivered a notice in writing to such Resale Holder stating that a delay in the disposition of such Registrable Securities is necessary because RoweCom, in its reasonable judgment, has determined in good faith that such sales would require public disclosure by RoweCom following consultation with its board of material nonpublic information that is not included in such registration statement and that immediate disclosure of such information would be materially adverse to RoweCom. In directors or a committee thereof, the event use of the delivery prospectus forming a part of the notice described above Registration Statement (the “Prospectus”) should be suspended until such time as an amendment or supplement to the Registration Statement or the Prospectus has been filed by RoweComthe Company and any such amendment to the Registration Statement is declared effective by the Commission, RoweCom will or until such time as the Company has filed an appropriate report with the Commission pursuant to the 1934 Act, provided that the Company shall use its commercially reasonable best efforts to amend lift such registration statement and/or amend suspension. Each Investor hereby covenants that it will not sell any Shares or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, Warrant Shares pursuant to the right Prospectus during the period commencing at the time at which the Company gives the Investor written notice of RoweCom the suspension of the use of the Prospectus and ending at the time the Company gives the Investor written notice that the Investor may thereafter effect sales pursuant to delay further sales the Prospectus. The Company may, upon written notice to the Investors, suspend the use of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities will not exceed 75 Prospectus for no more than sixty (60) days in the aggregate aggregate; and provided further that no longer suspension shall occur until at least ten (10) trading days after the expiration of any previous suspension. The Company shall in no event be required to disclose the business purpose for which it has suspended the use of the Prospectus if the Company determines in its good faith judgment that the business purpose should remain confidential. Each Investor covenants to notify the Company promptly of the sale of any of its Shares or Warrant Shares, other than 30 sales pursuant to the Registration Statement or sales upon termination of the transfer restrictions herein. Should the Company suspend the use of the Prospectus for more than sixty (60) days in the aggregate, the Company shall make compensatory payments to the Investor (each payment, a “Suspension Payment”), each Suspension Payment is (1) equal to 1% of the Purchase Price paid for the Shares (it being understood that in no event shall any payment hereunder accrue as to any single delay the Warrants or the Warrant Shares) purchased by the Investor and not previously sold by the Investor for each 30 day period during which the use of the Prospectus was suspended, pro rated by the number of days elapsed in the applicable 30 day period, and (any such period of delay herein referred 2) payable to as a "blackout period"); the Investor by wire transfer or check within five business days after the registration statement is --------------- declared effective, no blackout period may be imposed during earlier of (i) the 15-end of each 30 day period following or (ii) the date lifting of effectiveness or the termination date of the last blackout period. In addition, each Resale Holder who becomes an officer, director, or employee of RoweCom will be subject to the trading restrictions related to the release of quarterly results of operations in the same manner as other officers, directors, and employees of RoweComsuspension.

Suspension of Prospectus. Under any registration statement filed ------------------------ pursuant to Section 8A.2 hereof, RoweCom The Buyer may restrict disposition of Registrable SecuritiesSecurities pursuant to the Shelf Registration Statement, and a Resale Holder will not be able to dispose of such Registrable SecuritiesSecurities pursuant to the Shelf Registration Statement, if RoweCom will the Buyer shall have delivered a notice in writing to such Resale Holder stating that a delay in the disposition of such Registrable Securities is necessary because RoweComthe Buyer, in its reasonable judgment, has determined in good faith that such sales would require public disclosure by RoweCom the Buyer of material nonpublic information that is not included in such registration statement and that immediate disclosure of such information would be materially adverse seriously detrimental to RoweComthe Buyer. In the event of the delivery of the notice described above by RoweComthe Buyer, RoweCom will the Buyer shall use its reasonable best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of RoweCom the Buyer to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities will shall not exceed 75 90 days in the aggregate and no longer than 30 days as to any single delay (any such period of delay herein referred to as a "blackout period"); after the registration statement Shelf Registration Statement is --------------- declared effective, no blackout period may be imposed during the 15-day period following the date of effectiveness or the termination date of the last blackout period. In addition, each Resale Holder who becomes an officer, director, or employee of RoweCom will the Buyer shall be subject to the trading restrictions related to the release of quarterly results of operations in the same manner as other officers, directors, and similar employees of RoweComthe Buyer.