Common use of Suspension of Registration Requirement Clause in Contracts

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain the effectiveness of such registration statement shall be extended for the number of days during which such suspension continued. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales of Registrable Shares as a result of such Suspension Event. The Holders agree that after receipt of such notice they will not effect any sales of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until such time as such Holders shall have received further notice from the Company that such sales may be recommenced, which notice shall be given by the Company not later than five days after the conclusion of any such Suspension Event.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information issuance by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (of any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain stop order suspending the effectiveness of such registration statement any applicable Registration Statement or the initiation of any proceedings for that purpose. The Company shall be extended for use reasonable efforts to obtain the number withdrawal of days during which such suspension continuedany order suspending the effectiveness of the Registration Statement as soon as practicable. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all obligation under this Agreement to use reasonable efforts to cause such registration statement the Registration Statement and any filings with any state securities commission to be made or to become effectiveeffective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as the Chief Executive Officer of the Company or its Board of Directors determines in good faith that pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement; provided, however, that such suspension shall continue only as long as such event or its effect is continuing and has not otherwise been publicly disclosed and in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each holder of Registrable Shares whose Registrable Shares are covered by a Demand Registration Statement or a Piggyback Registration Statement filed pursuant to Section 1 hereof agrees, if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Underwritten Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as a result part of such Suspension EventUnderwritten Offering), during the 15-day period prior to, and during the 90-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on, the date of pricing of each Underwritten Offering (the "Underwritten Offering Period"), to the extent timely notified in writing by the managing underwriters. The Holders agree Company agrees that after receipt the rights set forth in this Section 7(c) may not be exercised more than once in any six month period or within six months of the Company exercising its rights under Section (7)(b) above. Furthermore, notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause a Demand Registration Statement or a Piggyback Registration Statement and any filings with any state securities commission in connection therewith to be made or to become effective or to amend or supplement such notice they will not effect any sales Registration Statement shall be suspended in the event and during such period as the Company is proceeding with an Underwritten Offering if the Company is advised by the underwriters that the sale of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until under such time as such Holders shall Registration Statement would have received further notice from a material adverse effect on the Company that such sales may be recommenced, which notice shall be given by the Company not later than five days after the conclusion of any such Suspension EventUnderwritten Offering.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for the number of days during which such suspension continuedRegistration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required Company's obligation under this Agreement to use its best efforts to cause a registration statement requested pursuant to Section 4(a) the Registration Statement and any filings with any state securities commission to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the period beginning 30 days prior to Company if the Company's good faith estimate Company is advised by the underwriters that sale of Registrable Shares under the date of filing ofRegistration Statement would have an adverse effect on the primary offering or (ii) pending negotiations relating to, and ending 180 days after the effective date or consummation of, a Company-initiated registration, provided transaction or the occurrence of an event that would require additional disclosure of material information by the Company is actively employing in good faith all reasonable efforts the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or inadvisable to cause the Registration Statement or such registration statement filings to become effectiveeffective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing, provided, that in no event will that suspension exceed 90 days. The Company shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 6(b), nature of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 2 hereof agrees, if requested by the Company in the case of a Company-initiated nonunderwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as a result part of such Suspension Event. The Holders agree Company-initiated registration), during the 15-day period prior to, and during the 90-day period beginning on, the date of effectiveness of each Company-initiated offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that after receipt such 90-day period shall be extended by the number of such days from and including the date of the giving of any notice they will not effect any sales pursuant to Section 2(e) or (f) hereof to and including the date when each seller of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until covered by such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection 2(g) hereof.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for the number of days during which such suspension continuedRegistration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required Company's obligation under this Agreement to use its best efforts to cause a registration statement requested pursuant to Section 4(a) the Registration Statement and any filings with any state securities commission to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the period beginning 30 days prior to Company if the Company's good faith estimate Company is advised by the underwriters that sale of Registrable Shares under the date of filing ofRegistration Statement would have a material adverse effect on the primary offering or (ii) pending negotiations relating to, and ending 180 days after the effective date or consummation of, a Company-initiated registration, provided transaction or the occurrence of an event that would require additional disclosure of material information by the Company is actively employing in good faith all reasonable efforts the Registration Statement or such filing, as to which the Company has a BONA FIDE business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "SUSPENSION EVENT") that would make it impractical or inadvisable to cause the Registration Statement or such registration statement filings to become effectiveeffective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 90 days. The Company shall notify each Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7(b), nature of any Suspension Event. (c) The Each Holder agrees, if requested by the Company shall give in the holders written notice immediately upon case of a Company-initiated nonunderwritten offering or if requested by the occurrence managing underwriter or underwriters in a Company- initiated underwritten offering, not to effect any public sale or distribution of any Suspension Event instructing of the securities of the Company of any class included in such holders Registration Statement, including a sale pursuant to suspend sales Rule 144 or Rule 144A under the Securities Act (except as part of such Company-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of effectiveness of each Company-initiated offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; PROVIDED, HOWEVER, that such 60-day period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 2(f) or (g) hereof to and including the date when each Contributor of Registrable Shares as a result of covered by such Suspension Event. The Holders agree that after receipt of such notice they will not effect any sales of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection 2(g) hereof.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Companyissuance by the SEC of any stop order suspending the effectiveness of a Registration Statement with respect to such Holder's obligation to Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its best efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for a Registration Statement at the number of days during which such suspension continuedearliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required Company's obligation under this Agreement to cause a registration statement requested pursuant to Section 4(a) Registration Statement and any filings with any state securities commission to become effective or to amend or supplement a Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the period beginning 30 days prior to Company if the Company's good faith estimate Company is advised by the underwriters that the sale of Registrable Shares under the Registration Statement would impair the pricing or commercial practicality of the date of filing ofprimary offering or (ii) pending negotiations relating to, and ending 180 days after the effective date or consummation of, a Company-initiated registration, provided transaction or the occurrence of an event that would require additional disclosure of material information by the Company is actively employing in good faith all reasonable efforts the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such registration statement filings to become effectiveeffective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing. The Company shall notify each Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(b), nature of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 3 agrees, if requested by the Company in the case of a Company-initiated non-underwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any of the securities of the Company, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as a result part of such Suspension Event. The Holders agree Company-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of commencement of each Company-initiated offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that after receipt such 60-day period shall be extended by the number of such days from and including the date of the giving of any notice they will not effect any sales pursuant to Section 3(d) or 3(f)(ii) hereof to and including the date when each seller of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until covered by such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection 3(f)(ii) hereof.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information issuance by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (of any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain stop order suspending the effectiveness of such registration statement the Registration Statement or the initiation of any proceedings for that purpose. The Company shall be extended for use reasonable efforts to obtain the number withdrawal of days during which such suspension continuedany order suspending the effectiveness of the Registration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all obligation under this Agreement to use reasonable efforts to cause such registration statement the Registration Statement and any filings with any state securities commission to be made or to become effectiveeffective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will (i) any single suspension continue for more than 60 days and (ii) the total number of days of suspension exceed 120 days in any twelve month period (the period of any suspension, a "Suspension Period"). The Company shall notify promptly the Holder in writing of the existence of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales of Each Holder whose Registrable Shares as are covered by a result of such Suspension Event. The Holders agree that after receipt of such notice they will not effect any sales of Registrable Shares Registration Statement filed pursuant to any Sections 1(a), 1(b) or 1(c) hereof agrees, if requested by the Company's underwriters or financial advisors (the "Advisors") in an offering of the Company's securities pursuant to a registration statement filed with the SEC (a "Registered Offering"), not to effect any public sale or distribution of any shares of Common Stock of the Company received in exchange for Units, including a sale pursuant to this Agreement until Rule 144 or Rule 144A under the Securities Act (except as part of such time as such Holders shall have received further notice from Registered Offering to the Company that such sales may be recommencedextent permitted by Section 1(c) hereof), which notice shall be given during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing of each Registered Offering, to the extent timely notified in writing by the Company or the Advisors; provided, however, that upon the written request of a Holder, the Company will request that the Advisors, in their discretion, waive the conditions of this Section 9(c) as to such Holder in connection with a specific Registered Offering and, if such waiver is granted by the Advisors, then the Company will waive such Holder's compliance with the conditions of this Section 9(c) in connection with the specific Registered Offering to the extent of the Advisor's waiver. (d) Each Holder whose Registrable Shares are covered by a Registration Statement filed pursuant to Sections 1(a), 1(b) or 1(c) hereof agrees, if requested by the Company in the case of an offering not later than five days after made pursuant to a registration statement filed with the conclusion SEC (a "Nonregistered Offering," collectively with a Registered Offering, the "Offering"), not to effect any public sale or distribution of any of the shares of Common Stock of the Company received in exchange for Units, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during the 10-day period prior to, and during the 30-day period (or shorter period as requested by the Company) beginning on, the date of pricing of such Suspension EventNonregistered Offering, to the extent timely notified in writing by the Company.

Suspension of Registration Requirement. (a) Notwithstanding anything to The Company shall promptly notify the contrary set forth Purchaser of, and confirm in this Agreementwriting, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information issuance by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (of any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain stop order suspending the effectiveness of such registration statement a Registration Statement or the initiation of any proceedings for that purpose. The Company shall be extended for use reasonable efforts to obtain the number withdrawal of days during which such suspension continuedany order suspending the effectiveness of a Registration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, obligation under this Agreement to file a Registration Statement and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all cause any filings with any state securities commission to be made and to use reasonable efforts to cause a Registration Statement or any such registration statement state securities commission filings to become effectiveeffective or to amend or supplement a Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will the total number of days of suspension exceed 120 days in any twelve month period (the period of any suspension, a "Suspension Period"). The Company shall notify promptly each of the Purchaser in writing of the existence of any Suspension Event. (c) The Company shall give Purchaser agrees, if requested by the holders written notice immediately upon Company's underwriters or financial advisors (the occurrence "Advisors") in an offering of any Suspension Event instructing such holders to suspend sales of Registrable Shares as a result of such Suspension Event. The Holders agree that after receipt of such notice they will not effect any sales of Registrable Shares the Company's securities pursuant to any a registration statement filed with the SEC (an "Offering"), not to effect any public sale or distribution of any shares of Common Stock of the Company, including a sale pursuant to this Agreement until such time as such Holders shall have received further notice from Rule 144 or Rule 144A under the Company that such sales may be recommencedSecurities Act, which notice shall be given by during the Company not later than five days after 15-day period prior to, and during the conclusion 90-day period beginning on, the date of any such Suspension Eventpricing of each Offering.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any . The Company shall use all commercially reasonable efforts to minimize the length of such suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall the length of a suspension due to clause (i) alone exceed 90 days in any such suspension continue for more than 120 days12-month period. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain the effectiveness of such registration statement shall be extended for the number of days during which such suspension continued. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveeffective and provided, however that the Company shall be entitled to delay the effectiveness of such requested registration for one such period in any 12-month period. (c) The Company shall give the holders Stockholders written notice immediately upon the occurrence of any Suspension Event instructing such holders Stockholders to suspend sales of Registrable Shares as a result of such Suspension Event. The Holders Stockholders agree that after receipt of such notice they will not effect any sales of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until such time as such Holders Stockholders shall have received further notice from the Company that such sales may be recommenced, which notice shall be given by the Company not later than five days after the conclusion of any such Suspension Event.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best reasonable efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for the number of days during which such suspension continuedRegistration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required Company's obligation under this Agreement to use its best efforts to cause a registration statement requested pursuant the Registration Statement and any filings with any state securities commission to Section 4(a) be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during the such period beginning 30 days prior to the Company's good faith estimate of the date of filing ofpending negotiations relating to, and ending 180 days after the effective date or consummation of, a Company-initiated registration, provided transaction or the occurrence of an event that would require additional disclosure of material information by the Company is actively employing in good faith all reasonable efforts the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such registration statement filings to be made or to become effectiveeffective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 60 days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales of Each Holder whose Registrable Shares as are covered by a result of such Suspension Event. The Holders agree that after receipt of such notice they will not effect any sales of Registrable Shares pursuant to any registration statement Registration Statement filed pursuant to this Agreement until such time as such Holders shall have received further notice from the Company that such sales may be recommencedSections 1(a) or (b) hereof agrees, which notice shall be given if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not later than five days after the conclusion to effect any public sale or distribution of any of the securities of the Company of any class included in such Suspension EventOffering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering), during the 15-day period prior to, and during the 90-day period beginning on, the date of pricing of each Offering, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, the provisions of this Section 7(c) shall not apply to the extent that the limitations of this Section 7(c) do not apply to each of the directors and to each of the officers of Bay.

Suspension of Registration Requirement. (a) Notwithstanding anything to The Company shall promptly notify each Holder requesting registration of the contrary set forth in this Agreement, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information issuance by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (of any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain stop order suspending the effectiveness of such registration statement the Registration Statement or the initiation of any proceedings for that purpose. The Company shall be extended for use reasonable efforts to obtain the number withdrawal of days during which such suspension continuedany order suspending the effectiveness of the Registration Statement as soon as practicable. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all obligation under this Agreement to use reasonable efforts to cause such registration statement the Registration Statement and any filings with any state securities commission to be made or to become effective. (c) The Company effective or to amend or supplement the Registration Statement shall give be suspended in the holders written notice immediately upon event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of any Suspension Event instructing an event that would require additional disclosure of material information by the Company in the Registration Statement or such holders filing (such circumstances being hereinafter referred to suspend sales of Registrable Shares as a result of such "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed ninety (90) days. The Following the effectiveness of the Registration Statement, the Holders agree that after receipt of such notice they will not effect any sales of the Registrable Shares pursuant to a Registration Statement at any registration statement filed pursuant to this Agreement until such time as such Holders shall after they have received further notice from the Company that such to suspend sales may be recommenced(i) as a result of the occurrence or existence of any Suspension Event. (c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1 hereof agrees, which notice shall be given if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, an "Offering"), not later than five days after the conclusion to effect any public sale or distribution of any of the securities of the Company of any class included in such Suspension EventOffering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Offering), during the 15-day period prior to, and during the 90-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on, the date of pricing of each Offering, to the extent timely notified in writing by the Company or the managing underwriters. Furthermore, notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as the Company is proceeding with an Underwritten Offering if the Company is advised by the underwriters that the sale of Registrable Shares under a Registration Statement would have a material adverse effect on the Underwritten Offering.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for the number of days during which such suspension continuedRegistration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required Company's obligation under this Agreement to use its best efforts to cause a registration statement requested pursuant to Section 4(a) the Registration Statement and any filings with any state securities commission to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the period beginning 30 days prior to Company if the Company's good faith estimate Company is advised by the underwriters that sale of Registrable Shares under the date of filing ofRegistration Statement would have a material adverse effect on the primary offering or (ii) pending negotiations relating to, and ending 180 days after the effective date or consummation of, a Company-initiated registration, provided transaction or the occurrence of an event that would require additional disclosure of material information by the Company is actively employing in good faith all reasonable efforts the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or inadvisable to cause the Registration Statement or such registration statement filings to become effectiveeffective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 90 days. The Company shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7(b), nature of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each holder of Registrable Shares as a result of such Suspension Event. The Holders agree that after receipt of such notice they will not effect any sales of whose Registrable Shares pursuant to any registration statement are covered by a Registration Statement filed pursuant to this Agreement until such time as such Holders shall have received further notice from the Company that such sales may be recommencedSection 3 hereof agrees, which notice shall be given if requested by the Company in the case of a Company-initiated non-underwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not later than five days after the conclusion of to effect any such Suspension Event.public sale or

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best commercially reasonable efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for Registration Statement at the number of days during which such suspension continuedearliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all obligation under this Agreement to use commercially reasonable efforts to cause such registration statement a Registration Statement and any filings with any state securities commission to become effectiveeffective or to amend or supplement a Registration Statement shall be suspended in the event and during such period as the Company is proceeding with (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that the sale of Registrable Shares under a Registration Statement would have a material adverse effect on the primary offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in a Registration Statement or such filing, as to which the Company has a bona fide ---- ---- business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements as determined by its Board of Directors (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause a Registration Statement or such filings to become effective or to amend or supplement such Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed ninety (90) days. The Company shall notify each Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7(b), the nature of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 2 hereof agrees, if requested by the Company in the case of a Company-initiated nonunderwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as a result part of such Suspension Event. The Holders agree Company-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of effectiveness of each Company-initiated offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that after receipt -------- ------- such 60-day period shall be extended by the number of such days from and including the date of the giving of any notice they will not effect any sales pursuant to Section 2(e) or (f) hereof to and including the date when each seller of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until covered by such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection 2(f) hereof.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth in this AgreementThe Company shall promptly notify each Holder of, and confirm n writing, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for Registration Statement at the number of days during which such suspension continuedearliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required company's obligation under this Agreement to use its best efforts to cause a registration statement requested pursuant to Section 4(a) Registration Statement and any filings with any state securities commission to become effective or to amend or supplement a Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the period beginning 30 days prior to Company if the Company's good faith estimate Company is advised by the underwriters that the sale of Registrable Shares under a Registration Statement would have a material adverse effect on the date of filing ofprimary offering, and ending 180 days after the effective date or (ii) pending negotiations relating to, or consummation of, a Company-initiated registration, provided transaction or the occurrence of an event that would require additional disclosure of material information by the Company is actively employing in good faith all reasonable efforts a Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause a Registration Statement or such registration statement filings to become effectiveeffective or to amend or supplement such Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed ninety (90) days. The Company shall notify the Holder of the existence and, in the case of circumstances ref erred to in clause (i) of this Section 7 (b), the nature of any Suspension Event. (c) The Company shall give As a condition to the holders written notice immediately upon availability of the occurrence of any Suspension Event instructing such holders to suspend sales registration rights hereunder, each Holder of Registrable Shares as whose Registrable Shares are covered by a result Registration Statement filed pursuant to Section 2 hereof shall, if requested by the Company in the case of such Suspension Event. The Holders agree that after receipt of such notice they will a Company-initiated nonunderwritten offering or if requested by the managing underwriter or underwriters in a company-initiated underwritten offering, not effect any sales public sale or distribution of any of the securities of the Company of any class included in such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Company-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of effectiveness of each Company-initiated offering made Pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that such 60-day period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 2(g) or (h) hereof to and including the date when each seller of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until covered by such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection 2(h) hereof.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best commercially reasonable efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for Registration Statement at the number of days during which such suspension continuedearliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all obligation under this Agreement to use commercially reasonable efforts to cause a Registration Statement and any filings with any state securities commission to become effective and remain effective or to amend or supplement a Registration Statement shall be suspended in the event and during such registration statement period as the Company is proceeding with (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that the sale of Registrable Shares under a Registration Statement would have a material adverse effect on the primary offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in a Registration Statement or such filing, as to which the Company has a bona fide business purpose for ---- ---- preserving confidentiality or which renders the Company unable to comply with SEC requirements as determined by its Board of Directors (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause a Registration Statement or such filings to become effective, to amend or supplement such Registration Statement or to disclose such Suspension Event, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed ninety (90) days. The Company shall notify each Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7(b), the nature of any Suspension Event. (c) The Each Holder of Units whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 2 hereof agrees, if requested by the Company shall give in the holders written notice immediately upon case of a Company-initiated nonunderwritten offering or if requested by the occurrence managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any Suspension Event instructing of the securities of the Company of any class included in such holders Registration Statement, including a sale pursuant to suspend sales Rule 144 or Rule 144A under the Securities Act (except as part of such Company-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of effectiveness of each Company-initiated offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that such 60-day period shall -------- ------- be extended by the number of days from and including the date of the giving of any notice pursuant to Section 2(d) or (e) hereof to and including the date when each seller of Registrable Shares as a result of covered by such Suspension Event. The Holders agree that after receipt of such notice they will not effect any sales of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection 2(e) hereof.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder requesting registration of, and confirm in this Agreementwriting, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information issuance by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (of any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain stop order suspending the effectiveness of such registration statement the Registration Statement or the initiation of any proceedings for that purpose. The Company shall be extended for use reasonable efforts to obtain the number withdrawal of days during which such suspension continuedany order suspending the effectiveness of the Registration Statement as soon as practicable. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such registration statement period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effectiveeffective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed ninety (90) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. In the event any Holder requests registration during a Suspension Event, the Company shall notify the Holder of the existence of such Suspension Event. If any Registration Statement is suspended pursuant to this Section 7(b), the period during which the Company agrees to use reasonable efforts to keep a Demand Registration Statement continuously effective pursuant to Section 1(a) hereof shall be extended by the number of days of such suspension and if such Registration Statement is withdrawn, it shall not count as a Registration Statement for purposes of this Agreement. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1 hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonuderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as a result part of such Suspension EventOffering), during the 15-day period prior to, and during the 90-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on, the date of pricing of each Offering, to the extent timely notified in writing by the Company or the managing underwriters. The Holders agree Furthermore, notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as the Company is proceeding with an Underwritten Offering if the Company is advised by the underwriters that after receipt of such notice they will not effect any sales the sale of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until such time as such Holders shall under a Registration Statement would have received further notice from a material adverse effect on the Company that such sales may be recommenced, which notice shall be given by the Company not later than five days after the conclusion of any such Suspension EventUnderwritten Offering.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for the number of days during which such suspension continuedRegistration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required Company's obligation under this Agreement to use its best efforts to cause a registration statement requested pursuant to Section 4(a) the Registration Statement and any filings with any state securities commission to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the period beginning 30 days prior to Company if the Company's good faith estimate Company is advised by the underwriters that sale of Registrable Shares under the date of filing ofRegistration Statement would have a material adverse effect on the primary offering or (ii) pending negotiations relating to, and ending 180 days after the effective date or consummation of, a Company-initiated registration, provided transaction or the occurrence of an event that would require additional disclosure of material information by the Company is actively employing in good faith all reasonable efforts the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such registration statement filings to become effectiveeffective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed ninety (90) days. The Company shall notify each Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(b), nature of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 3 agrees, if requested by the Company in the case of a Company-initiated nonunderwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as a result part of such Suspension Event. The Holders agree Company-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of effectiveness of each Company-initiated offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that after receipt such 60-day period shall be extended by the number of such days from and including the date of the giving of any notice they will not effect any sales pursuant to Section 3(e) or (f) hereof to and including the date when each seller of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until covered by such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection 3(f) hereof.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. The Company shall use all commercially reasonable efforts to minimize the length of such suspension as a result of a Suspension Event. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain the effectiveness of such registration statement shall be extended for the number of days during which such suspension continued. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (c) The Company shall give the holders Shareholders written notice immediately upon the occurrence of any Suspension Event instructing such holders Shareholders to suspend sales of Registrable Shares as a result of such Suspension Event. The Holders Shareholders agree that after receipt of such notice they will not effect any sales of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until such time as such Holders Shareholders shall have received further notice from the Company that such sales may be recommenced, which notice shall be given by the Company not later than five days after the conclusion of any such Suspension Event.

Suspension of Registration Requirement. (a) Each Holder agrees that he, she or it will not effect any sales of Shares pursuant to a Registration Statement after such Holder has received notice from the Company to suspend sales as a result of the occurrence or existence of any Suspension Event (as defined in Section 6(b) below) until the Company provides notice to such Holder that all Suspension Events have ceased to exist. In addition, each Holder agrees that he, she or it will not effect any sales of Shares pursuant to the Registration Statement after such Holder has received notice from the Company to suspend sales because (i) the Registration Statement, any Prospectus or any supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) the Company has filed a post-effective amendment to the Registration Statement that has not been declared effective, until the Company notifies such Holder that the misstatement or omission has been corrected or the post-effective amendment has been declared effective, as the case may be. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation to file a Registration Statement and make any filings with any state securities authority, to use its best efforts to cause a registration statement and any filings with Registration Statement or any state securities authorities filings to become effective effective, or to amend or supplement a Registration Statement or any such registration statement or state securities filings shall be temporarily suspended in the event of and during a Suspension Event. A "Suspension Event" shall exist at such period times (i) that the Company is not eligible to use Form S-3 for the registration contemplated by Section 2(a) hereof or (ii) as circumstances exist that the Company determines make it impractical or inadvisable for the Company to file, amend or supplement a Registration Statement or such filings or to cause a Registration Statement or such filings to become effective (includingsuch circumstances to include, without limitation, pending negotiations relating to, or (A) the consummation of, any transaction) which (i) would require additional disclosure of material information Company conducting an underwritten primary offering and being advised by the Company in such registration statement or filing which underwriters that sale of Shares under the Company has Registration Statement would have a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur material adverse effect on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain the effectiveness of such registration statement shall be extended for the number of days during which such suspension continued. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales of Registrable Shares as a result of such Suspension Event. The Holders agree that after receipt of such notice they will not effect any sales of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until such time as such Holders shall have received further notice from the Company that such sales may be recommenced, which notice shall be given by the Company not later than five days after the conclusion of any such Suspension Event.offering or

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information issuance by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (of any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain stop order suspending the effectiveness of such registration statement a Registration Statement or the initiation of any proceedings for that purpose. The Company shall be extended for use reasonable efforts to obtain the number withdrawal of days during which such suspension continuedany order suspending the effectiveness of a Registration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate of the date of filing of, obligation under this Agreement to file a Registration Statement and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all cause any filings with any state securities commission to be made and to use reasonable efforts to cause a Registration Statement or any such registration statement state securities commission filings to become effectiveeffective or to amend or supplement a Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will the total number of days of suspension exceed 180 days in any twelve month period (the period of any suspension, a "Suspension Period"). The Company shall notify promptly each of the Holders in writing of the existence of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales of Each Holder whose Registrable Shares as are covered by a result of such Suspension Event. The Holders agree that after receipt of such notice they will not effect any sales of Registrable Shares Registration Statement filed pursuant to any Sections 1(a) or 1(b) hereof agrees, if requested by the Company's underwriters or financial advisors (the "Advisors") in an offering of the Company's securities pursuant to a registration statement filed with the SEC (a "Registered Offering"), not to effect any public sale or distribution of any shares of Common Stock of the Company received in exchange for Units, including a sale pursuant to this Agreement until such time as such Holders shall have received further notice from Rule 144 or Rule 144A under the Company that such sales may be recommencedSecurities Act, which notice shall be given during the 15-day period prior to, and during the 90-day period beginning on, the date of pricing of each Registered Offering. (d) Each Holder whose Registrable Shares are covered by a Registration Statement filed pursuant to Sections 1(a) or 1(b) hereof agrees, if requested by the Company in the case of an offering not later than five days after made pursuant to a registration statement filed with the conclusion SEC (a "Nonregistered Offering," collectively with a Registered Offering, the "Offering"), not to effect any public sale or distribution of any of the shares of Common Stock of the Company received in exchange for Units, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, 6 7 during the 15-day period prior to, and during the 60-day period (or shorter period as requested by the Company) beginning on, the date of pricing of such Suspension EventNonregistered Offering.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for the number of days during which such suspension continuedRegistration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required Company's obligation under this Agreement to use its best efforts to cause a registration statement requested pursuant to Section 4(a) the Registration Statement and any filings with any state securities commission to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the period beginning 30 days prior to Company if the Company's good faith estimate Company is advised by the underwriters that sale of the date of filing ofshares under the Registration Statement would have a material adverse effect on the primary offering or (ii) pending negotiations relating to, and ending 180 days after the effective date or consummation of, a Company-initiated registration, provided transaction or the occurrence of an event that would require additional disclosure of material information by the Company is actively employing in good faith all reasonable efforts the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such registration statement filings to become effectiveeffective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 60 days. The Company agrees not to exercise the rights set forth in this Section 6(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 6(b), of the nature of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1 hereof agrees, if requested by the Company in the case of a non-underwritten offering or if requested by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as a result part of such Suspension Event. The Holders agree underwritten registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of effectiveness of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that after receipt such 60-day period shall be extended by the number of such days from and including the date of the giving of any notice they will not effect any sales pursuant to Section l(e) or (f) hereof to and including the date when each seller of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until covered by such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection l(f) hereof.

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement with respect to such Holder's Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as soon as reasonably practicable. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation to use its best efforts under this Agreement to cause a registration statement Registration Statement and any filings with any state securities authorities commission to become effective or to amend or supplement any such registration statement or filings a Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including, including without limitation, limitation (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that the sale of Registrable Shares under the Registration Statement would impair the pricing or commercial practicality of the primary offering or (ii) pending negotiations relating to, or the consummation of, any transaction) which (i) a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such registration statement or filing filing, as to which the Company has a bona fide business purpose for not disclosing in such registration statement preserving confidentiality or (ii) render which renders the Company unable to comply with SEC requirements requirements) (any such unforeseen circumstances being hereinafter referred to as a "Suspension Event"); PROVIDED ) that any would (i) make it impractical or unadvisable to cause the Registration Statement or such filings to become effective or to amend or supplement the Registration Statement and (ii) cause the officers and directors of the Company who are obligated to make filings under Section 16 of the Securities Exchange Act of 1934, as amended, to be prohibited from trading Common Stock, but such suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any will such suspension continue for more than 120 ninety (90) days. To the extent that any such suspension occurs during a The twelve-month period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be an effective Registration Statement is required to maintain the effectiveness of such registration statement remain effective pursuant to Section 3(a) shall be extended for by the number period of days during which any Suspension Event that occurs when such suspension continued. (b) Notwithstanding anything Registration Statement is required to the contrary set forth in this Agreement, the be effective. The Company shall not be required to cause a registration statement requested pursuant to Section 4(a) to become effective during the period beginning 30 days prior to the Company's good faith estimate notify each Holder of the date existence and, in the case of filing ofcircumstances referred to in clause (i) of this Section 8(b), and ending 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectivenature of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 3 agrees, if requested by the Company in the case of a Company-initiated nonunderwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as a result part of such Suspension Event. The Holders agree Company-initiated Registration Statement), during the 15-day period prior to, and during the 60-day period beginning on, the date of commencement of each Company-initiated offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that after receipt such 60-day period shall be extended by the number of such days from and including the date of the giving of any notice they will not effect any sales pursuant to Section 3(f)(ii) hereof to and including the date when each Holder of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until covered by such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection 3(f)(ii) hereof.

Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth The Company shall promptly notify each Holder of, and confirm in this Agreementwriting, the Company's obligation to issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to cause a registration statement and obtain the withdrawal of any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain order suspending the effectiveness of such registration statement shall be extended for the number of days during which such suspension continuedRegistration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required Company's obligation under this Agreement to use its best efforts to cause a registration statement requested pursuant to Section 4(a) the Registration Statement and any filings with any state securities commission to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the period beginning 30 days prior to Company if the Company's good faith estimate Company is advised by the underwriters that sale of the date of filing ofshares under the Registration Statement would have a material adverse effect on the primary offering or (ii) pending negotiations relating to, and ending 180 days after the effective date or consummation of, a Company-initiated registration, provided transaction or the occurrence of an event that would require additional disclosure of material information by the Company is actively employing in good faith all reasonable efforts the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such registration statement filings to become effectiveeffective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 90 days. The Company shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 6(b), of the nature of any Suspension Event. (c) The Company shall give the holders written notice immediately upon the occurrence of any Suspension Event instructing such holders to suspend sales Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1 hereof agrees, if requested by the Company in the case of a nonunderwritten offering or if requested by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as a result part of such Suspension Event. The Holders agree underwritten registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of effectiveness of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that after receipt such 60-day period shall be extended by the number of such days from and including the date of the giving of any notice they will not effect any sales pursuant to Section 1(e) or (f) hereof to and including the date when each seller of Registrable Shares pursuant to any registration statement filed pursuant to this Agreement until covered by such time as such Holders Registration Statement shall have received further notice from the Company that such sales may be recommenced, which notice shall be given copies of the supplemented or amended Prospectus contemplated by the Company not later than five days after the conclusion of any such Suspension EventSection 1(f) hereof.