Common use of Suspension of Prospectus Clause in Contracts

Suspension of Prospectus. Each Investor acknowledges that there may occasionally be times when the Company determines, in good faith following consultation with its board of directors or a committee thereof, the use of the prospectus forming a part of the 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 the Company and any such amendment to the Registration Statement is declared effective by the Commission, 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 commercially reasonable efforts to lift such suspension. Each Investor hereby covenants that it will not sell any Shares or Warrant Shares pursuant to the Prospectus during the period commencing at the time at which the Company gives the Investor written notice of 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 the Prospectus. The Company may, upon written notice to the Investors, suspend the use of the Prospectus for no more than sixty (60) days in the aggregate; and provided further that no 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 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 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 (2) payable to the Investor by wire transfer or check within five business days after the earlier of (i) the end of each 30 day period or (ii) the lifting of each suspension.

Suspension of Prospectus. Each Investor acknowledges 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 there may occasionally be times when a delay in the Company determinesdisposition of such Registrable Securities is necessary because RoweCom, in its reasonable judgment, has determined in good faith following consultation with its board that such sales would require public disclosure by RoweCom of directors or a committee thereof, 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 use event of the prospectus forming a part delivery of the Registration Statement (the “Prospectus”) should be suspended until notice described above by RoweCom, RoweCom will use its reasonable best efforts to amend such time as an amendment 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 Registration Statement right of RoweCom to delay further sales of Registrable Securities until the conditions or circumstances referred to in the Prospectus has notice have ceased to exist or have been filed by the Company and any such amendment disclosed. Such right to the Registration Statement is declared effective by the Commission, 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 commercially reasonable efforts to lift such suspension. Each Investor hereby covenants that it delay sales of Registrable Securities will not sell any Shares or Warrant Shares pursuant to the Prospectus during the period commencing at the time at which the Company gives the Investor written notice of 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 the Prospectus. The Company may, upon written notice to the Investors, suspend the use of the Prospectus for no more than sixty (60) exceed 75 days in the aggregateaggregate and no longer than 30 days as to any single delay (any such period of delay herein referred to as a "blackout period"); and provided further that no suspension shall occur until at least ten (10) trading days after the expiration registration statement is --------------- declared effective, no blackout period may be imposed during the 15-day period following the date of any previous suspension. The Company shall in no event be required to disclose effectiveness or the business purpose for which it has suspended the use termination date of the Prospectus if the Company determines in its good faith judgment that the business purpose should remain confidentiallast blackout period. Each Investor covenants to notify the Company promptly In addition, each Resale Holder who becomes an officer, director, or employee of the sale of any of its Shares or Warrant Shares, other than sales pursuant RoweCom will be subject to the Registration Statement or sales upon termination trading restrictions related to the release of the transfer restrictions herein. Should the Company suspend the use quarterly results of the Prospectus for more than sixty (60) days operations in the aggregatesame manner as other officers, 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 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 perioddirectors, and (2) payable to the Investor by wire transfer or check within five business days after the earlier employees of (i) the end of each 30 day period or (ii) the lifting of each suspensionRoweCom.

Suspension of Prospectus. Each Investor acknowledges The Buyer may restrict disposition of Registrable Securities pursuant to the Shelf Registration Statement, and a Resale Holder will not be able to dispose of such Registrable Securities pursuant to the Shelf Registration Statement, if the Buyer shall have delivered a notice in writing to such Resale Holder stating that there may occasionally be times when a delay in the Company determinesdisposition of such Registrable Securities is necessary because the Buyer, in its reasonable judgment, has determined in good faith following consultation with its board that such sales would require public disclosure by the Buyer of directors or a committee thereofmaterial nonpublic information that is not included in such registration statement and that immediate disclosure of such information would be seriously detrimental to the Buyer. In the event of the delivery of the notice described above by the Buyer, 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 the prospectus forming a part Buyer to delay further sales of Registrable Securities until the Registration Statement conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 90 days in the aggregate and no longer than 30 days as to any single delay (the “Prospectus”) should be suspended until such time as an amendment or supplement to the Registration Statement or the Prospectus has been filed by the Company and any such amendment period of delay herein referred to as a "blackout period"); after the Shelf Registration Statement is declared effective by effective, no blackout period may be imposed during the Commission15-day period following the date of effectiveness or the termination date of the last blackout period. In addition, or until such time as each Resale Holder who becomes an employee of the Company has filed an appropriate report with the Commission pursuant Buyer shall be subject to the 1934 Act, provided that the Company shall use commercially reasonable efforts to lift such suspension. Each Investor hereby covenants that it will not sell any Shares or Warrant Shares pursuant trading restrictions related to the Prospectus during release of quarterly results of operations in the period commencing at the time at which the Company gives the Investor written notice same manner as other similar employees of 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 the Prospectus. The Company may, upon written notice to the Investors, suspend the use of the Prospectus for no more than sixty (60) days in the aggregate; and provided further that no 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 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 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 (2) payable to the Investor by wire transfer or check within five business days after the earlier of (i) the end of each 30 day period or (ii) the lifting of each suspensionBuyer.