Common use of Suspension Period Clause in Contracts

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding (a) The Company may suspend the use of a prospectus that is part of a Registration Statement for up to 30 consecutive days (or such shorter period as the Company determines in good faith is necessary under the circumstances, with extensions beyond such shorter period up to the 30-day maximum as may be required after consultation with counsel) from the date of the Suspension Notice (as defined below) in any other provision given 12-month period, and therefore suspend sales of this Registrable Securities available for sale pursuant to such Registration Statement (such period, the “Suspension Period”) by providing written notice to each Holder if the Company’s board of directors determines in its reasonable good faith judgment that such suspension is in the best interests of the Company. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in Section 23(a) above (a “Suspension Event”), the Company shall have promptly give a written notice to the right, but not Holders (a “Suspension Notice”) to suspend sales of the obligation, to defer the filing of Registrable Securities (but shall not contain any material non-public information concerning the preparation of), or suspend Company) and that such suspension shall continue only for so long as the use by Suspension Event is continuing. A Holder shall not effect any sales of the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect pursuant to such Registration Statement under Section 9(d(or such filings) or 8(e) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees that such Holder shall treat as confidential the receipt of the Securities Act; (ii) if Suspension Notice and shall not disclose the Company believes information contained in good faith that any such registration or offering would require Suspension Notice without the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities prior written consent of the Company until such time as the information contained therein is or becomes available to (x) fund the public generally, other than as a merger, third-party tender offer or other business combination, acquisition result of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if disclosure by the Company is pursuing a primary underwritten offering Holder in breach of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”)the terms of this Agreement; provided, that the foregoing will not prohibit the Holder from trading in no event shall the Company declare Registrable Securities solely by virtue of having received a Suspension Period more than three times in any twelve Notice and the information contained therein. A Holder may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (12or such filings) month period. The Company shall (i) give prompt following further written notice to such effect (an “End of Suspension Notice”) from the Holder Company, which End of its declaration Suspension Notice shall be given by the Company to the Holders promptly following the conclusion of a any Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawEvent.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to each of the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 45 days in any 90-day period or more than 60 days in any 12-month period), if any of the following events shall occur: pending discussions relating to, or the consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company in the Mandatory Registration Statement (or such filings) and which has not been so disclosed, (y) as to which the Company has a bona fide business purpose for preserving confidentiality, or (z) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, as applicable. Upon the earlier to occur of (i) the Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (ii) the end of the maximum permissible suspension period, the Company shall have use its commercially reasonable efforts to promptly amend or supplement the rightMandatory Registration Statement on a post-effective basis, but not the obligation, to defer the filing of (but not the preparation of)if necessary, or suspend to take such action as is necessary to make resumed use of the use by the Holder of, any Mandatory Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement compatible with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue , as applicable, so as to apply only during permit the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time Holders to offer Company Common Stock or other equity securities resume sales of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month periodRegistrable Shares as soon as possible. The Company shall have the right to suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (ib) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give prompt written notice (a “Suspension Notice”) to the Holder Holders to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its declaration effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Period Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the expiration or termination Company) all copies other than permanent file copies then in such Holder’s possession of the relevant Prospectus covering the Registrable Shares at the time of receipt of the Suspension Period Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iic) promptly resume Notwithstanding any provision herein to the process of filing or requesting for effectivenesscontrary, or update if the suspended Company shall give a Suspension Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement, as the case may be, as may Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to permit resume sales; provided such period of time shall not be extended beyond the Holder to offer and sell its date that Shares or Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, right but not the obligation, obligation to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Registration Statement for a period of up Statement, including any Demand Registration or Shelf Registration (whether prior to sixty (60) days (unless a longer period is consented to or after receipt by the Holder) (i) upon issuance by the Commission Company of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities Shelf Takedown Request or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iiDemand Request) if the Company Company’s Board of Directors reasonably believes (with the advice of competent counsel expert in good faith such matters) that any such registration or offering would require the Company (after consultation with external legal counsel)Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company Company’s Board of Directors reasonably believes in good faith that such disclosures at that time would not be in have a material adverse effect on the Company’s best interestsCompany (a “Suspension Period”); provided provided, however, that this exception (ii) the Suspension Period shall continue to apply only during the time that in which (i) such material nonpublic information has not been disclosed and remains material; material and (iiiii) if the Company’s Board of Directors reasonably believes (following consultation with its external advisors and legal counsel) that any such registration or offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Company elects at such time and its Subsidiaries, taken as a whole, to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, engage in any material acquisition of assets or similar stock (other than in the ordinary course of business) or any material merger, amalgamation, consolidation, tender offer, recapitalization, reorganization or other transaction or (y) meet rating agency and other capital funding requirements; or (iv) if involving the Company is pursuing and its Subsidiaries, taken as a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”)whole; provided, further, that in no event shall the Company declare a Suspension Period shall not be entitled to more than three times in two (2) Suspension Periods during any consecutive twelve (12) month period, no such Suspension Period shall exceed fifty (50) consecutive days and the aggregate of the Suspension Periods during any consecutive twelve (12) month period shall not exceed eighty (80) days; provided, further, that in such event, the Threshold Holder(s) will be entitled to withdraw any request for a Demand Registration or an Underwritten Shelf Takedown and, if such request is withdrawn, such Demand Registration or an Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall (i) promptly give prompt written notice to the Holder Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(f), once the Suspension Period ends, the Threshold Holder(s) may request a new Demand Registration or a new Underwritten Shelf Takedown in writing (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iii) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement subject to the Suspension Notice following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Period. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(f), the Company agrees that it shall (i) extend the period for which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) promptly provide copies of any supplemented or amended prospectus necessary to resume sales, if requested in writing by any Holder; provided that such period of time shall not be extended beyond the process of filing or requesting for effectiveness, or update the suspended date that there are no longer Registrable Securities covered by such Registration Statement. If the Company shall give any Suspension Notice pursuant to this paragraph, as the case may beCompany shall not, as may be necessary to permit during the Holder to offer and sell Suspension Period, register any New Shares for either its Registrable Securities in accordance with applicable lawown account or for the account of any other person.

Suspension Period. Notwithstanding (a) The Company may suspend the use of a prospectus that is part of a Registration Statement (including, for the avoidance of doubt, a Shelf Registration Statement) for up to 30 days (or such shorter period as the Company determines in good faith is necessary under the circumstances, with extensions beyond such shorter period up to the 30 day maximum as may be required after consultation with counsel) from the date of the Suspension Notice (as defined below) and therefore suspend sales of Registrable Securities available for sale pursuant to such Registration Statement (such period, the “Suspension Period”) by providing written notice to each Investor if the Company’s board of directors determines in its reasonable good faith judgment that such suspension is in the best interests of the Company in connection with any proposal or plan by the Company to engage in any material acquisition of assets or stock (other provision than in the ordinary course of this business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company. The Company may not utilize more than one Suspension Period in any 12-month period, except with the consent of the Required Investors. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in Section 25(a) above (a “Suspension Event”), the Company shall have give a written notice to the right, but not Selling Investors (a “Suspension Notice”) to suspend sales of the obligation, to defer Registrable Securities and such notice shall state generally the filing of basis for the notice (but shall not contain any material non-public information concerning the preparation of), or suspend Company) and that such suspension shall continue only for so long as the use by Suspension Event is continuing. An Investor shall not effect any sales of the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect pursuant to such Registration Statement under Section 9(d(or such filings) or 8(e) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Investor agrees that such Investor shall treat as confidential the receipt of the Securities Act; (ii) if Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior written consent of the Company believes until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Investor in good faith that any breach of the terms of this Agreement. The Investors may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such registration or offering would require filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company (after consultation with external legal to the Investors and to the Investors’ counsel), under applicable securities laws and other lawsif any, to make disclosure promptly following the conclusion of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interestsany Suspension Event; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities shall deliver the End of Suspension Notice within the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of the Shelf Registration Statement or any other provision registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of this Section 2the Holders and/or require the Holders to suspend use of any resale prospectus included in the Shelf Registration Statement for any period of time determined by the Company if there shall occur a Material Disclosure Event (such period, a "SUSPENSION PERIOD"). Notwithstanding anything herein to the contrary, the Company shall not be entitled to more than four (4) Suspension Periods, which Suspension Periods shall have the right, but durations of not the obligation, to defer the filing of more than thirty (30) days each (but not may at the preparation ofCompany's determination run consecutively for a given Material Disclosure Event), or suspend the use by the Holder ofduring any consecutive 12 month period, any Registration Statement for a period of up to sixty and which Suspension Periods shall not exceed more than ninety (6090) days (unless a longer period is consented to by in the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Actaggregate in any consecutive 12 month period; (ii) provided, however, that if the Company believes deems in good faith that any it is necessary to file a post-effective amendment to the Shelf Registration Statement in order to comply with Section 4 hereof, then such registration or offering would require period of time from the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure date of material nonpublic information that would not otherwise be required to be disclosed at that time and filing such post-effective amendment until the Company believes in good faith that such disclosures at that time would date on which the Shelf Registration Statement is declared effective by the Commission shall not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of treated as a Suspension Period and the Company shall use its reasonable best efforts to cause such post-effective amendment to be declared effective as promptly as possible. Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a "SUSPENSION NOTICE"), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) such Holder's receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it will not deliver a Suspension Notice with respect to a Suspension Period unless Company employees, officers and directors are also prohibited by the Company for the duration of such Suspension Period from effecting any public sales of shares of Common Stock beneficially owned by them. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders' rights under this Agreement that may have been affected by such notice, or update including the suspended Holders' Demand Registration rights and rights with respect to any Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, right but not the obligation, obligation to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Registration Statement or Prospectus for a period of up to sixty (60) 60 days (unless a longer period is consented to by if continued use of the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering Prospectus would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make a public disclosure of material nonpublic information that that, in its good faith judgment, after consultation with independent outside counsel to the Company, would not otherwise be required to be disclosed at that time and made in any Registration Statement filed with the SEC by the Company believes in good faith so that such disclosures at that time Registration Statement would not be in materially misleading and would not be required to be made at such time but for the Company’s best interestsfiling of such Registration Statement, but which information the Company has a bona fide business purpose for not disclosing publicly; provided that this exception (ii) shall continue to apply only (i) during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (ivii) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement statement; provided that the Holders shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 2(b) (any such period, a “Suspension Period”); provided, however, that in such event, the Initiating Holder will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration; and provided further, that in no event shall the Company declare a Suspension Period more than three times twice in any twelve (12) -month period or for more than an aggregate of 90 days in any 12-month period. The Company shall (i) give prompt written notice to the Holder Holders of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period. If the filing of any Demand Registration is suspended pursuant to this Section 2(d), once the Suspension Period and (ii) promptly resume ends, the process of filing Initiating Holder or requesting for effectiveness, or update the suspended Registration Statement, as the case any other Holder may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawrequest a new Demand Registration.

Suspension Period. Notwithstanding (a) Following the effectiveness of a Registration Statement (and the filings with any other provision of this Section 2state securities commissions), the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by may direct the Holder ofto suspend sales of the Registrable Shares for such times as the Company deems necessary or advisable, any Registration Statement including for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall period in the case of pending negotiations relating to, or consummation of, a transaction or the occurrence of an event (i) that would require additional disclosure of material information by the Company in the Registration Statement (or such state filings), (ii) as to which the Company has a bona fide business purpose for preserving confidentiality, or (iii) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such state filings) to become effective, or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable. (b) In the case of an event that causes the Company to suspend sales by Holders pursuant to an effective Registration Statement (a “Suspension Event”), the Company may give prompt written notice (a “Suspension Notice”) to the Holder of its declaration of a Suspension Period and to suspend sales of the expiration or termination of Registrable Shares so that the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, Company may correct or update the suspended Registration StatementStatement (or such state filings); provided, however, that such suspension shall continue only for so long as the case may beSuspension Event or its effect is continuing. The Holder shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such state filings) at any time after it has received a Suspension Notice from the Company. If so directed by the Company, as may be necessary to permit the Holder will deliver to offer and sell its the Company all copies of the Prospectus covering the Registrable Securities in accordance with applicable lawShares held by it at the time of receipt of the Suspension Notice. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such state filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company promptly following the conclusion of any Suspension Event.

Suspension Period. Notwithstanding (a) The Company may suspend the use of a prospectus that is part of a Registration Statement for up to 30 consecutive days (or such shorter period as the Company determines in good faith is necessary under the circumstances, with extensions beyond such shorter period up to the 30-day maximum as may be required after consultation with counsel) from the date of the A-5 Suspension Notice (as defined below) in any other provision given 12-month period, and therefore suspend sales of this Section 2Registrable Securities available for sale pursuant to such Registration Statement (such period, the “Suspension Period”) by providing written notice to each Holder if the Company’s board of directors determines in its reasonable good faith judgment that such suspension is in the best interests of the Company. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in ‎Section 3(a) above (a “Suspension Event”), the Company shall have promptly give a written notice to the right, but not Holders (a “Suspension Notice”) to suspend sales of the obligation, to defer the filing of Registrable Securities (but shall not contain any material non-public information concerning the preparation of), or suspend Company) and that such suspension shall continue only for so long as the use by Suspension Event is continuing. A Holder shall not effect any sales of the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect pursuant to such Registration Statement under Section 9(d(or such filings) or 8(e) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees that such Holder shall treat as confidential the receipt of the Securities Act; (ii) if Suspension Notice and shall not disclose the Company believes information contained in good faith that any such registration or offering would require Suspension Notice without the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities prior written consent of the Company until such time as the information contained therein is or becomes available to (x) fund the public generally, other than as a merger, third-party tender offer or other business combination, acquisition result of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if disclosure by the Company is pursuing a primary underwritten offering Holder in breach of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”)the terms of this Agreement; provided, that the foregoing will not prohibit the Holder from trading in no event shall the Company declare Registrable Securities solely by virtue of having received a Suspension Period more than three times in any twelve Notice and the information contained therein. A Holder may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (12or such filings) month period. The Company shall (i) give prompt following further written notice to such effect (an “End of Suspension Notice”) from the Holder Company, which End of its declaration Suspension Notice shall be given by the Company to the Holders promptly following the conclusion of a any Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawEvent.

Suspension Period. Notwithstanding The Company may, by notice in writing to the Stockholder postpone the filing or effectiveness of the Shelf Registration Statement or any other provision of registration requested pursuant to this Section 2, the Company shall have the right, but not the obligation, to defer the filing of Agreement (but not the preparation ofincluding any post-effective amendments thereto), or otherwise suspend the Demand Registration rights of the Stockholder and/or require the Stockholder to suspend use by of any resale prospectus included in the Holder of, any Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to time determined by the Holder) Company if there shall occur a Material Disclosure Event (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”). Notwithstanding anything herein to the contrary, the Company shall not be entitled to more than three Suspension Periods, which Suspension Periods shall have durations of not more than 30 days each (which may at the Company’s determination run consecutively for a given Material Disclosure Event), during any consecutive 12 month period; provided, however, that in no event shall if the Company declare deems in good faith that it is necessary to file a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice post-effective amendment to the Holder Shelf Registration Statement in order to comply with Section 2 hereof, then such period of its declaration time from the date of filing of such post-effective amendment until the date on which such Shelf Registration Statement is declared effective by the SEC or otherwise becomes effective shall not be treated as a Suspension Period and the Company shall use its reasonable best efforts to cause such post-effective amendment to be declared effective or otherwise become effective as promptly as possible. Stockholder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a “Suspension Notice”), Stockholder will forthwith discontinue any disposition of Registrable Securities pursuant to any Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) Stockholder’s receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, Stockholder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in Stockholder’s possession, of the most recent prospectus(es) covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it will not deliver a Suspension Notice with respect to a Suspension Period unless the Company’s employees, officers and directors are also prohibited by the Company for the duration of such Suspension Period from effecting any public sales of shares of the Company’s common stock beneficially owned by them. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, provide notice to the Stockholder that the Suspension Period has ended, and take any and all actions necessary or requesting for effectivenessdesirable to give effect to Stockholder’s rights under this Agreement that may have been affected by such notice, or update the suspended including Stockholder’s Demand Registration rights and rights with respect to a Shelf Registration Statement. Notwithstanding the foregoing, as a valid postponement or suspension of the case may be, as may be necessary filing of a registration statement shall not diminish the obligation of the Company to permit continue preparations for the Holder to offer and sell its Registrable Securities in accordance with applicable lawfiling of such registration statement during the Suspension Period.

Suspension Period. Notwithstanding any other provision After receipt of this Section 2a Demand Request, the Company shall have the rightFirst Avenue may, but not the obligationby notice in writing to each Holder, to defer postpone the filing or effectiveness of (but not any registration requested pursuant to this Agreement, suspend the preparation of), Demand Registration rights of the Holders or require the Holders to suspend the use by of any resale prospectus included in the Holder ofregistration statement covering the Registrable Stock, for any Registration Statement for a period of up to sixty time determined by First Avenue if there shall occur a Material Disclosure Event (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided. Notwithstanding the foregoing, that in no event shall the Company declare a Suspension Period shall exceed 90 days in any one instance and First Avenue may not exercise its rights set forth in the immediately preceding sentence more than three times twice in any twelve (12) -month period. The Company shall Each Holder agrees that, upon receipt of notice from First Avenue of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any disposition of Registrable Stock pursuant to the registration statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) give prompt written notice to the Holder of its declaration of a Suspension Period and expiration of the expiration or termination of the relevant Suspension Period and (ii) such Holder’s receipt of a notice from First Avenue to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of First Avenue confirming the existence of the Material Disclosure Event. If so directed by First Avenue, such Holder will deliver to First Avenue (at First Avenue’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent prospectus covering such Registrable Stock at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, First Avenue shall, promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, after such time as the case related Material Disclosure Event no longer exists, take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may behave been affected by such notice, as may be necessary to permit including the Holder to offer and sell its Registrable Securities in accordance with applicable lawHolders’ Demand Registration rights.

Suspension Period. Notwithstanding (a) The Company may suspend the use of a prospectus that is part of the Registration Statement for up to 30 days (or such shorter period as the Company determines in good faith is necessary under the circumstances, with extensions beyond such shorter period up to the 30 day maximum as may be required after consultation with counsel) from the date of the Suspension Notice (as defined below) and therefore suspend sales of Registrable Securities available for sale pursuant to the Registration Statement (such period, the “Suspension Period”) by providing written notice to each Selling Holder if the Board determines in its reasonable good faith judgment that such suspension is in the best interests of the Company in connection with any material acquisition of assets or stock (other provision than in the ordinary course of this business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company that the Board has determined in its reasonable good faith judgment has a substantial likelihood of being consummated. The Company may not utilize more than one Suspension Period in any 12-month period, except with the consent of the Required Lenders. (b) In the case of an event that causes the Company to suspend the use of the Registration Statement as set forth in Section 23(a) above (a “Suspension Event”), the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for give a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Selling Holders (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice (but shall not contain any material non-public information concerning the Company) and that such suspension shall continue only for so long as the Suspension Event is continuing. A Holder shall not effect any sales of its declaration of the Registrable Securities pursuant to the Registration Statement (or such filings) at any time after it has received a Suspension Period Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees that such Holder shall treat as confidential the receipt of the expiration or termination Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior written consent of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, Company until such time as the case may beinformation contained therein is or becomes available to the public generally, other than as may be necessary to permit a result of disclosure by the Holder to offer and sell its in breach of the terms of this Agreement. The Holders may recommence effecting sales of the Registrable Securities in accordance with applicable lawpursuant to the Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Holders’ counsel, if any, promptly following the conclusion of any Suspension Event; provided that the Company shall deliver the End of Suspension Notice within the Suspension Period.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) Holders of a Majority of Included Registrable Securities) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (iiy) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder Holders of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder Holders to offer and sell its their Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision (a) Subject to the to the provisions of this Section 12 and a good faith determination by a majority of the Board that it is in the best interests of the Company to suspend the use of the Mandatory Shelf Registration Statement, following the effectiveness of such Mandatory Shelf Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Securities pursuant to such Mandatory Shelf Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 12-month period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Securities by the Holders pursuant to the Mandatory Shelf Registration Statement would have a material adverse effect on the Company’s offering, or (ii) pending discussions relating to a transaction or the occurrence of an event (1) that would require additional disclosure of material information by the Company in the Mandatory Shelf Registration Statement and that has not been so disclosed, and (2) as to which the Company has a bona fide business purpose for preserving confidentiality. Upon the earlier to occur of (A) the Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Company shall have use its commercially reasonable efforts to promptly amend or supplement the rightMandatory Shelf Registration Statement on a post-effective basis, but not the obligation, to defer the filing of (but not the preparation of)if necessary, or to take such action as is necessary to make resumed use of the Mandatory Shelf Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Mandatory Shelf Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Securities, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Mandatory Shelf Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities pursuant to any Mandatory Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder of, any will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Mandatory Shelf Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 12 with respect to the Mandatory Shelf Registration Statement, the Company agrees that it shall extend the period of time during which such Mandatory Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales; provided such period of time shall not be extended beyond the date that Shares or Additional Shares are not Registrable Securities. (d) In addition, upon the occurrence of any Suspension Event, the Company may defer any Underwritten Offering requested pursuant to Section 4 of this Agreement for a period of up to sixty (60) days (unless a longer period is consented upon written notice to by the Holder) (i) upon issuance by Requesting Holders; provided, however, that the Commission of a stop order suspending the effectiveness of such Registration Statement Company may not utilize this right with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement a request under Section 9(d) or 8(e) 4 of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period Agreement more than three times once in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 5 and a good faith determination by a majority of the non-management Board of Directors of the Company that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 90 days in any 12-month period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Mandatory Registration Statement would have a material adverse effect on the Company’s offering, or (ii) pending discussions relating to a transaction or the occurrence of an event (1) that would require additional disclosure of material information by the Company in the Mandatory Registration Statement and that has not been so disclosed, and (2) as to which the Company has a bona fide business purpose for preserving confidentiality. Upon the earlier to occur of (A) the Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Company shall have use its commercially reasonable efforts to promptly amend or supplement the rightMandatory Registration Statement on a post-effective basis, but not the obligation, to defer the filing of (but not the preparation of)if necessary, or suspend to take such action as is necessary to make resumed use of the use by the Holder of, any Mandatory Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement compatible with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided , as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that this exception causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to the earlier to occur of (i) receipt of an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall continue be given by the Company to apply only during the time that such material nonpublic information has not been disclosed Holders in the manner described above promptly following the conclusion of any Suspension Event and remains material; its effect. (iiic) Notwithstanding any provision herein to the contrary, if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund shall give a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Suspension Notice pursuant to a registration statement (this Section 5 with respect to any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Mandatory Registration Statement, as the case may be, as may Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to permit resume sales; provided such period of time shall not be extended beyond the Holder to offer and sell its date that Shares or Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding any other provision of this Section 2The Company may, the Company shall have the rightby notice in writing to each Holder, but not the obligation, to defer postpone the filing or effectiveness of (but not the preparation of)any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use by of any resale prospectus included in the Holder of, any Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to time determined by the Holder) Company if there shall occur a Material Disclosure Event (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”). Notwithstanding the foregoing, no Suspension Period shall exceed 90 days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence more than twice in any 12-month period; provided, however, that in no event shall if the Company declare deems it necessary to file a post-effective amendment to the Shelf Registration Statement in order to comply with Section 4.1 hereof as a result of any Shelf Request or other information provided by a Holder for inclusion in the prospectus included in the Shelf Registration Statement, then such period of time from the date of filing such post-effective amendment until the date on which the Shelf Registration Statement is declared effective by the Commission shall not be treated as a Suspension Period more than three times in Period. Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any twelve (12) month period. The Company shall disposition of Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) give prompt written notice to the Holder of its declaration of a Suspension Period and expiration of the expiration or termination of the relevant Suspension Period and (ii) such Holder’s receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, or update including the suspended Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Agreement to the contrary, if the Board determines in good faith that the registration, offer, sale and/or distribution of Registrable Securities (i) would reasonably be expected to materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, merger, joint venture, sale, consolidation, tender offer, recapitalization, corporate reorganization or segment reclassification or discontinuance of operations, or other significant transaction or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would reasonably be expected to materially and adversely affect the Company, subject to the provisions of Section 25(b), the Company shall have the rightbe entitled to suspend, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a reasonable period of up to sixty time (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such periodeach, a “Suspension Period”); provided, that in no event the use of any Registration Statement or Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference. It is also agreed that, notwithstanding Section 7(c) hereof or any other provision of this Agreement to the contrary, each year the Company declare updates a Suspension Period more than three times in any twelve Form S-1 Shelf (12A) month periodthe Company may need to suspend use of the Form S-1 Shelf to the extent such registration statement has not been declared effective by the Commission prior to the time it is required to be updated under the Securities Act and (B) to the extent such registration statement undergoes Commission review, the Company will need to suspend use of the Form S-1 Shelf pending completion of such review. The Company shall (i) promptly will give prompt written notice of any such Suspension Period to each Holder that has Registrable Securities registered on a Registration Statement filed hereunder. A Holder of Registrable Securities shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received such notice from the Company and prior to the Holder of its declaration of a Suspension Period and end of the expiration or termination Suspension Period. Holders of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawmay recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following the end of the Suspension Period.

Suspension Period. Notwithstanding (a) Lionsgate shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes Lionsgate possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times Lionsgate continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by Lionsgate, at such time to offer Company Common Stock as Lionsgate no longer possesses material non-public information regarding Lionsgate, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Lionsgate exercises its rights in each case pursuant to a registration statement (any such period, this Section 5.2(a) shall constitute a “Suspension Period.”); provided (b) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from Lionsgate of a Suspension Period more than three times (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of a notice from Lionsgate to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, Lionsgate shall deliver a written notice to the Liberty Representative that the Suspension Period remains in effect (12) month perioda “Bring-Down Suspension Notice”). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period Lionsgate and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, Lionsgate (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as may be necessary to permit continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by Lionsgate, such Holder shall deliver to offer and sell its Lionsgate (at Lionsgate’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. Lionsgate covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all Lionsgate employees, officers and directors who are subject to Lionsgate’s Xxxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Lionsgate beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, Lionsgate shall, promptly after such time as it no longer possesses material non-public information that it has determined in accordance good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with applicable lawrespect to the Shelf Registration Statement. (c) During any time that the Liberty Group possesses material, non-public information with respect to Lionsgate, no Holder may effect any sales under any Registration Statement of Lionsgate; provided, however, that the Liberty Group shall not be in breach of this Section 5.2(c) if Lionsgate (X) was aware of the material non-public information in the Liberty Group’s possession at the time of the Holder’s sale (including, for the avoidance of doubt, non-public information in the Liberty Group’s possession at the time of the Holder’s sale that is reasonably required in order to determine the materiality of such non-public information) and (Y) did not issue a Suspension Notice with respect thereto prior to such sale.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25, the Company Holders shall have be required to suspend sales of the right, but not the obligation, Registrable Shares pursuant to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any effective Registration Statement for a the period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under set forth in Section 9(d) or 8(e) of the Securities Act; (ii5(b) if the Company believes determines in good faith that any such registration one or more of the following circumstances exist and have provided a Suspension Notice to the Holders pursuant to Section 5(c): (i) an underwritten public offering of common stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Registration Statement would have a material adverse effect on the Company’s offering; or (ii) pending discussions relating to a transaction or the occurrence of an event (1) that would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make additional disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and by the Company believes in good faith a Registration Statement and that has not been so disclosed, and (2) as to which the Company has a bona fide business purpose for preserving confidentiality. In the case of (i) and (ii) above, upon the earlier to occur of (A) the Company delivering to the Holders an End of Suspension Notice (as defined below) or (B) the end of the maximum permissible suspension period, the Company shall use its commercially reasonable efforts to promptly amend or supplement the Registration Statement on a post-effective basis, if necessary, or to take such disclosures at that time would not be in action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests; provided , as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) Pursuant to Section 5(a), the Holders shall be required to suspend sales of Registrable Shares pursuant to the applicable Registration Statement for such times as the Company reasonably may determine is necessary and advisable, but in no event for more than 60 days in any 90-day period or more than 120 days in any 12-month period. (c) In the case of an event that this exception causes the Company to suspend the use of a Registration Statement pursuant to Section 5(a) (iia “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to apply only during terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time that of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement following further notice to such material nonpublic information has not been disclosed effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and remains material; its effect. (iiid) Notwithstanding any provision herein to the contrary, if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund shall give a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Suspension Notice pursuant to a registration statement (this Section 5 with respect to any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may Company agrees that it shall extend the period of time during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to permit resume sales; provided such period of time shall not be extended beyond the Holder to offer and sell its date that Initial Common Shares or Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding (a) Lionsgate shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes Lionsgate possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times Lionsgate continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by Lionsgate, at such time to offer Company Common Stock as Lionsgate no longer possesses material non-public information regarding Lionsgate, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Lionsgate exercises its rights in each case pursuant to a registration statement (any such period, this Section 5.2(a) shall constitute a “Suspension Period.”); provided (b) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from Lionsgate of a Suspension Period more than three times (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of a notice from Lionsgate to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, Lionsgate shall deliver a written notice to the MHR Representative that the Suspension Period remains in effect (12) month perioda “Bring-Down Suspension Notice”). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period Lionsgate and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, Lionsgate (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as may be necessary to permit continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by Lionsgate, such Holder shall deliver to offer and sell its Lionsgate (at Lionsgate’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. Lionsgate covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all Lionsgate employees, officers and directors who are subject to Lionsgate’s Xxxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Lionsgate beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, Lionsgate shall, promptly after such time as it no longer possesses material non-public information that it has determined in accordance good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with applicable lawrespect to the Shelf Registration Statement. (c) During any time that any member of the MHR Group possesses material, non-public information with respect to Lionsgate, no Holder may effect any sales under any Registration Statement of Lionsgate; provided, however, that the MHR Group shall not be in breach of this Section 5.2(c) if Lionsgate (X) was aware of the material non-public information in the MHR Group’s possession at the time of the Holder’s sale (including, for the avoidance of doubt, non-public information in the MHR Group’s possession at the time of the Holder’s sale that is reasonably required in order to determine the materiality of such non-public information) and (Y) did not issue a Suspension Notice with respect thereto prior to such sale.

Suspension Period. Notwithstanding any other provision of this Section 2Basic may, by notice in writing to each Holder, require the Company shall have the right, but not the obligation, Holder to defer the filing of (but not the preparation of), or suspend the use by of any Prospectus included in the Shelf Registration Statement covering the Registrable Securities, during the occurrence and continuance of a Material Disclosure Event and until Basic has prepared and provided to the Holder ofand, if applicable, filed with the SEC, any prospectus supplement or amendment to the Shelf Registration Statement for a period of up to sixty required by Section 5 (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided. Notwithstanding the foregoing, that in no event shall the Company declare a Suspension Period shall exceed 90 days in any one instance and Basic may not exercise its rights set forth in the immediately preceding sentence more than three times twice in any twelve (12) -month period. The Company shall Each Holder agrees that, upon receipt of notice from Basic of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144 under the Securities Act, until the earlier of (i) give prompt written notice to the Holder of its declaration of a Suspension Period and expiration of the expiration or termination of the relevant Suspension Period and (ii) such Holder’s receipt of a notice from Basic to the effect that such Suspension Period has ended. Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of Basic confirming the existence of the Material Disclosure Event, but such notice need not specify the nature of the event giving rise to such Material Disclosure Event. If so directed by Basic, such Holder will deliver to Basic (at Basic’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, Basic shall, promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, after such time as the case related Material Disclosure Event no longer exists, take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawhave been affected by such notice.

Suspension Period. Notwithstanding any other provision of anything in this Section 2Agreement to the contrary, if the Company shall have furnish to the rightHolders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made the good faith determination (i) that continued use by the Holders of the registration statement on Form S-3 for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, but not under the obligationSecurities Act, premature disclosure in the registration statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to defer the filing Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (but not the preparation of), or iii) that it is therefore essential to suspend the use by the Holder ofHolders of such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, any Registration Statement then the right of the Holders to use the registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall ) of not more than 90 days after delivery by the Company declare a of the certificate referred to in this paragraph (b). During the Suspension Period Period, none of the Holders or the Company’s executive officers or directors shall offer or sell any Registrable Securities pursuant to or in reliance upon the registration statement (or the prospectus relating thereto). The Company agrees not to exercise the rights set forth in this paragraph (b) more than three times twice in any twelve (12) -month period. The If, in connection therewith, the Company considers it appropriate for such registration statement to be amended, the Company shall (i) give prompt written notice so amend such registration statement as promptly as practicable and such Holders shall suspend any further sales of their Registrable Securities until the Company advises them that such registration statement has been amended. The time periods referred to herein during which such registration statement must be kept effective shall be extended for an additional number of days equal to the Holder number of its declaration of a Suspension Period and of days during which the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the right to sell securities was suspended Registration Statement, as the case may be, as may be necessary pursuant to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawthis paragraph.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, right but not the obligation, obligation to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Demand Registration Statement or Shelf Registration for a period of up to sixty forty-five (6045) days (unless a longer period i) if the Company is consented subject to by the Holder) any of its customary suspension or blackout periods, for all or part of such period; (iii) upon issuance by the Commission of a stop order suspending the effectiveness of such any Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d8(d) or 8(e) of the Securities Act; (iiiii) if the Company believes in good faith that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan or (y) would require the Company (after consultation with external legal counsel)Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (iiy) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iiiiv) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (ivv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement statement; provided that the Investor shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 2(c); or (vi) if any other material development would materially and adversely interfere with any such Demand Registration or Shelf Registration (any such period, a “Suspension Period”); provided, however, that in such event, the Initiating Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration as the Company will pay all Registration Expenses in connection with such registration; and provided further, that in no event shall the Company declare a Suspension Period more than three times twice in any twelve (12) month period or for more than an aggregate of ninety (90) days in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder Holders of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2(e), once the Suspension Period and ends, the Initiating Holder may request a new Demand Registration or a new Shelf Registration (iineither such request shall be counted as an additional Demand Registration for purposes of subclause (1) promptly resume in the process proviso of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawSection 2(b)(iii)).

Suspension Period. Notwithstanding (a) Hertz shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes Hertz possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times Hertz continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by Hertz, at such time to offer Company Common Stock as Hertz no longer possesses material non-public information regarding Hertz, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Hertz exercises its rights in each case pursuant to this Section 5.02(a) shall constitute a registration statement (any such period, a “"Suspension Period”); provided." (b) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from Hertz of a Suspension Period more than three times (a "Suspension Notice"), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder's receipt of a notice from Hertz to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, Hertz shall deliver a written notice to the Icahn Representative that the Suspension Period remains in effect (12) month perioda "Bring-Down Suspension Notice"). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period Hertz and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, Hertz (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by Hertz, such Holder shall deliver to Hertz (at Hertz's expense) all copies, other than permanent file copies, then in such Holder's possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. Hertz covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all Hertz employees, officers and directors who are subject to Hertz's Xxxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Hertz beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, Hertz shall, promptly after such time as it no longer possesses material non-public information that it has determined in good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders' rights under this Agreement that may have been affected by such notice, including the Holders' Demand Registration rights and rights with respect to the Shelf Registration Statement. (c) During any time that any member of the Icahn Group possesses material, non-public information with respect to Hertz, no Holder may effect any sales under any Registration Statement of Hertz. (d) Notwithstanding anything in this Agreement to the contrary, Hertz shall not be necessary required to permit the seek to register any Registrable Securities for any Holder to offer and sell the extent that Hertz has at such time not timely filed all of its Registrable Securities in accordance with applicable lawperiodic reports under the Exchange Act.

Suspension Period. Notwithstanding In the case of a Shelf Registration Statement, each Holder, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 4(f)(vi) or of any event which, in the Company's reasonable business judgment, could become such an event, shall forthwith discontinue disposition of the Registrable Securities pursuant to the Shelf Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies, other provision than permanent file copies then in such Holder's possession, of this Section 2the Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that (w) the Company shall have not give a Suspension Notice until after the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Shelf Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel)has been declared effective, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a mergerthe Company shall not give more than three Suspension Notices during any period of twelve consecutive months, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare period from the date on which any Holder receives a Suspension Period more than three times Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended Prospectus contemplated by Section 4(f) (the "Suspension Period") exceed 60 days and (z) in no event shall the aggregate length of all Suspension Periods during any period of twelve (12) month periodconsecutive months exceed 90 days. The In the event that the Company shall give any Suspension Notice, (i) give prompt written notice the Company shall use its reasonable business efforts and take such actions as are reasonably necessary to render the Holder of its declaration of a Advice and end the Suspension Period and of the expiration or termination of the relevant Suspension Period as promptly as practicable and (ii) promptly resume the process time periods for which a Shelf Registration Statement is required to be kept effective pursuant to Section 2 hereof shall be extended by the number of filing or requesting for effectiveness, or update days during the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawSuspension Period.

Suspension Period. Notwithstanding any other provision of this Agreement to the contrary, if the Board determines in good faith that the registration, offer, sale and/or distribution of Registrable Securities (i) would reasonably be expected to materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, merger, consolidation, tender offer, recapitalization, corporate reorganization or segment reclassification or discontinuance of operations, or other significant transaction or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries, (ii) would require disclosure of non-public material information, the disclosure of which would reasonably be expected to materially and adversely affect the Company or (iii) require premature disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential, subject to the provisions of Section 25(b), the Company shall have the rightbe entitled to suspend, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a reasonable period of up to sixty time (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such periodeach, a “Suspension Period”); provided, that in no event the use of any Registration Statement or Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference. It is also agreed that, notwithstanding Section 7(c) hereof or any other provision of this Agreement to the contrary, each year the Company declare updates a Suspension Period more than three times in any twelve Form S‑1 Shelf (12A) month periodthe Company may need to suspend use of the Form S‑1 Shelf to the extent such registration statement has not been declared effective by the Commission prior to the time it is required to be updated under the Securities Act and (B) to the extent such registration statement undergoes Commission review, the Company will need to suspend use of the Form S‑1 Shelf pending completion of such review. The Company shall (i) promptly will give prompt written notice of any such Suspension Period to each Holder that has Registrable Securities registered on a Registration Statement filed hereunder. A Holder of Registrable Securities shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received such notice from the Company and prior to the Holder of its declaration of a Suspension Period and end of the expiration or termination Suspension Period. Holders of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawmay recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following the end of the Suspension Period.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Agents and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 45 days in any 90-day period or more than 60 days in any 12-month period), if any of the following events (each a “Suspension Event”) shall occur: (I) an Underwritten Offering of common stock by the Company, if the Company is advised by the underwriters that the concurrent resale of Registrable Shares by the Holders under the Mandatory Registration Statement would have a material adverse effect on such offering, or (II) pending discussions relating to, or the consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company in the Mandatory Registration Statement (or such filings) and which has not been so disclosed, (y) as to which the Company has a bona fide business purpose for preserving confidentiality, or (z) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, as applicable. Upon the earlier to occur of (i) the Company delivering to the Holders and the Agents an End of Suspension Notice, as hereinafter defined, or (ii) the end of the maximum permissible suspension period, the Company shall have use its commercially reasonable efforts to promptly amend or supplement the rightMandatory Registration Statement on a post-effective basis, but not the obligation, to defer the filing of (but not the preparation of)if necessary, or suspend to take such action as is necessary to make resumed use of the use by the Holder of, any Mandatory Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement compatible with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided , as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. The Company may suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (b) Upon a Suspension Event, the Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares, and such notice shall state that this exception (ii) such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to apply only during terminate suspension of the effectiveness of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time that after it has received a Suspension Notice and prior to receipt of an End of Suspension Notice (as defined below). The Holders may recommence effecting sales of the Registrable Shares under the Registration Statement (or such material nonpublic information has not been disclosed filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and remains material; the Agent in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iiic) Notwithstanding any provision herein to the contrary, if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund gives a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Suspension Notice pursuant to a registration statement (this Section 5 with respect to any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Mandatory Registration Statement, as the case may be, as may Company shall extend the period during which such Mandatory Registration Statement shall be maintained effective under this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to permit resume sales; provided such period of time shall not be extended beyond the Holder to offer and sell its date that Shares or Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25 and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in compliance with the terms hereof and that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or more than 60 days in any 12-month period), if any of the following events shall occur: pending discussions relating to, or the consummation of, a transaction or the occurrence of an event (i) that, upon the written advice of counsel to the Company, would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, (ii) as to which the Company has bona fide business purposes for preserving the confidentiality of such transaction or occurrence of an event, (iii) as to which disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (iv) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable. Upon the earlier to occur of (x) the Company delivering to the Holders and FBR an End of Suspension Notice, as hereinafter defined, or (y) the end of the maximum permissible suspension period, the Company shall have use its commercially reasonable efforts to promptly amend or supplement the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Mandatory Registration Statement for on a period post-effective basis or to take such action as is necessary to make resumed use of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Mandatory Registration Statement compatible with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue , as applicable, so as to apply only during permit the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time Holders to offer Company Common Stock or other equity securities resume sales of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition Registrable Shares as soon as possible but no later than the end of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month maximum permissible suspension period. The Company shall have the right to suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (ib) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give prompt written notice (a “Suspension Notice”) to FBR and the Holders to suspend sales of the Registrable Shares, and such notice shall state generally the basis for the notice, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Holder Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its declaration of effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement, as the case may be, as may Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to permit resume sales, with respect to each Suspension Event; provided such period of time shall not be extended beyond the Holder to offer and sell its date that Shares or Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of a Shelf Registration Statement or any other provision of registration requested pursuant to this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of)Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use by the Holder of, of any resale Prospectus included in a Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to time reasonably determined by the HolderCompany if there shall occur a Material Disclosure Event (such period, a "Suspension Period") . Notwithstanding anything herein to the contrary, neither Loral nor Skynet shall be entitled to more than an aggregate of four (i4) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement Suspension Periods each, with respect to all Registrable Securities or issued by either of them, as applicable, which Suspension Periods shall have durations of not more than thirty (30) days each (but may at the initiation of proceedings with respect to such Registration Statement under Section 9(dCompany's reasonable determination run consecutively for a given Material Disclosure Event), during any consecutive 12 month period, and which Suspension Periods shall not exceed more than ninety (90) or 8(e) of days in the Securities Actaggregate in any consecutive 12-month period; (ii) provided, however, that if the Company believes deems in good faith that any it is necessary to file a post-effective amendment to the Shelf Registration Statement in order to comply with Section 4 hereof, then such registration or offering would require period of time from the Company (after consultation with external legal counsel), date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement is declared effective under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would Securities Act shall not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of treated as a Suspension Period and the Company shall use its reasonable efforts to cause such post-effective amendment to be declared effective as promptly as possible. Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a "Suspension Notice"), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) such Holder's receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless Company employees, officers and directors are also prohibited by the Company for the duration of such Suspension Period from effecting any public sales of securities of the Company beneficially owned by them. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders' rights under this Agreement that may have been affected by such notice, or update including the suspended Holders' Demand Registration rights and rights with respect to any Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Section 2The Company may, the Company shall have the rightby notice in writing to each Holder, but not the obligation, to defer the filing of (but not the preparation of), or suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use by the Holder of, of any resale Prospectus included in a Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes determined in good faith that any such registration or offering would require by the Company if there shall occur and be continuing a Material Disclosure Event (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “"SUSPENSION PERIOD"). Notwithstanding the foregoing, no Suspension Period”)Period shall exceed 45 days in any one instance or be invoked by the Company more than twice in any 12-month period; provided, however, that each day during any Suspension Period shall only be counted once in no event shall determining the aggregate number of days in such Suspension Period notwithstanding the occurrence of multiple concurrent deferrals. Each Holder agrees that, upon receipt of notice from the Company declare of the occurrence of a Suspension Period more than three times in Material Disclosure Event (a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statements or any twelve (12) month period. The Company shall public sale or distribution pursuant to Rule 144 of the Securities Act until the earlier of (i) give prompt written notice to the Holder of its declaration of a Suspension Period and expiration of the expiration or termination of the relevant Suspension Period and (ii) such Holder's receipt of a notice from such Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, the President, the Chief Financial Officer or General Counsel of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, during the Suspension Period the Company shall use reasonable efforts, and promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, after such time as the case related Material Disclosure Event no longer exists the Company shall take any and all actions necessary or desirable, to give effect to any Holders' rights under this Agreement that may be, as may be necessary or have been, affected by such notice, including the Holders' Demand Registration rights and rights with respect to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawany Shelf Registration Statement.

Suspension Period. Notwithstanding any other provision of this Section 2The Company may, the Company shall have the rightby notice in writing to each Holder, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by Demand Registration rights of the Holder of, and/or require the Holders to suspend use of any resale Prospectus included in a Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes determined in good faith that any such registration or offering would require by the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure Board of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities Directors of the Company to if there shall occur and be continuing a Material Disclosure Event (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “"Suspension Period”"). Notwithstanding the foregoing, no Suspension Period shall exceed ninety (90) days in any one instance or be invoked by the Company more than twice in any 12-month period; provided, however, that each day during any Suspension Period shall only be counted once in determining the aggregate number of days in such Suspension Period notwithstanding the occurrence of multiple concurrent deferrals; provided, further, that no event shall suspension period may commence if it is less than ninety (90) days after the prior suspension period. Each Holder agrees that, upon receipt of notice from the Company declare of the occurrence of a Material Disclosure Event (a "Suspension Period more than three times in any twelve (12) month period. The Company shall Notice"), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until the earlier of (i) give prompt written notice to the Holder of its declaration of a Suspension Period and expiration of the expiration or termination of the relevant Suspension Period and (ii) such Holder's receipt of a notice from the Company to the effect that such suspension has terminated. If so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, during the Suspension Period the Company shall use commercially reasonable efforts, and promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, after such time as the case related Material Disclosure Event no longer exists or has been publicly disclosed the Company shall take such commercially reasonable actions as are necessary or desirable, to give effect to any Holders' rights under this Agreement that may be, as may be necessary or have been, affected by such notice, including the Holders' Demand Registration rights and rights with respect to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawShelf Registration Statement.

Suspension Period. (a) Notwithstanding any other provision of anything to the contrary contained in this Section 2Agreement, Moelis Holdings shall be entitled, by providing prior written notice to the Company shall have the right, but not the obligationSMBC Unit-Holders, to defer postpone the filing of (but not the preparation of), or effectiveness or suspend the use by the Holder of, of any Registration Statement pursuant to Section 13.1 for a reasonable period of up time not to sixty exceed 60 days in succession or 120 days in any 365-day period (60) days (unless or a longer period is consented to by of time with the Holder) (i) upon issuance by the Commission prior written consent of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel)SMBC, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would which consent shall not be in the Company’s best interests; provided that this exception unreasonably withheld) (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided) if (A) Moelis Holdings determines in good faith that effecting the registration (or permitting sales under an effective registration) would reasonably be expected to adversely affect an offering of securities of Moelis Holdings, that (B) Moelis Holdings is in no possession of material non-public information and deems it advisable not to disclose such information in a Registration Statement, or (C) due to a pending or contemplated financing, acquisition, disposition, corporate reorganization, merger, public offering of securities or other similar transaction or other material event shall or circumstance involving Moelis Holdings or its securities. Moelis Holdings will notify the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to SMBC Unit-Holders promptly upon the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period. Upon notice by Moelis Holdings to the SMBC Unit-Holders of any determination to commence a Suspension Period, the SMBC Unit-Holders shall, except as required by applicable law, including any disclosure obligations under Section 13 of the Exchange Act, keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale (iiincluding sales pursuant to Rule 144), trading or transfer of any Partnership Interests for the duration of the Suspension Period until Moelis Holdings has provided notice that the Suspension Period has been terminated. (b) promptly resume If Moelis Holdings suspends the process use of filing or requesting for effectivenessa Registration Statement pursuant to Section 13.6(a), or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its holders of Registrable Securities in accordance with applicable lawshall receive an extension of the registration period under Section 13.1(a)(ii) and 13.1(c) equal to the number of days of the suspension.

Suspension Period. Notwithstanding anything in this Agreement to the contrary, after 60 consecutive Trading Days of continuous effectiveness of the initial Registration Statement filed and declared effective pursuant to this Agreement, the Company may, by written notice to the Purchasers, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchasers immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Company is engaged in a material merger, acquisition or sale and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, (A) it would be materially detrimental to the Company (other provision than as relating solely to the price of the Common Stock) to file a Registration Statement at such time and (B) it is in the best interests of the Company to defer proceeding with such registration at such time. Upon receipt of such notice, each Purchaser shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Purchaser has received copies of a supplemented or amended Prospectus or until such Purchaser is advised in writing by the Company that the then-current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in the good faith determination of the Company’s Board of Directors) the failure to require such suspension would be materially detrimental to the Company. The Company’s rights under this Section 6.1(g) may not be exercised more than (2) times or 30 days in the aggregate in any twelve month period; provided, further, that no such suspension shall be permitted for more than twenty (20) consecutive days, arising out of the same set of facts, circumstances or transactions. Immediately after the end of any suspension period under this Section 6.1(g), the Company shall have the right, but not the obligation, take all necessary actions (including filing any required supplemental prospectus) to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending restore the effectiveness of such the applicable Registration Statement with respect and the ability of the Purchasers to publicly resell their Registrable Securities or the initiation of proceedings with respect pursuant to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended effective Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of a Shelf Registration Statement or any other provision of registration requested pursuant to this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of)Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use by the Holder of, of any resale Prospectus included in a Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to time reasonably determined by the HolderCompany if there shall occur a Material Disclosure Event (such period, a "Suspension Period") . Notwithstanding anything herein to the contrary, neither New Loral nor New Skynet shall be entitled to more than an aggregate of four (i4) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement Suspension Periods each, with respect to all Registrable Securities or issued by either of them, as applicable, which Suspension Periods shall have durations of not more than thirty (30) days each (but may at the initiation of proceedings with respect to such Registration Statement under Section 9(dCompany's reasonable determination run consecutively for a given Material Disclosure Event), during any consecutive 12 month period, and which Suspension Periods shall not exceed more than ninety (90) or 8(e) of days in the Securities Actaggregate in any consecutive 12-month period; (ii) provided, however, that if the Company believes deems in good faith that any it is necessary to file a post-effective amendment to the Shelf Registration Statement in order to comply with Section 4 hereof, then such registration or offering would require period of time from the Company (after consultation with external legal counsel), date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement is declared effective under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would Securities Act shall not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of treated as a Suspension Period and the Company shall use its reasonable efforts to cause such post-effective amendment to be declared effective as promptly as possible. Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a "Suspension Notice"), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) such Holder's receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless Company employees, officers and directors are also prohibited by the Company for the duration of such Suspension Period from effecting any public sales of securities of the Company beneficially owned by them. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders' rights under this Agreement that may have been affected by such notice, or update including the suspended Holders' Demand Registration rights and rights with respect to any Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, right but not the obligation, obligation to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Registration Statement for a period of up to sixty (60) 45 days (unless i) if an event occurs as a longer period is consented result of which the Registration Statement and any related Prospectus as then supplemented would include any untrue statement of a material fact or omit to by state any material fact necessary to make the Holder) statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement any related Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder; (iii) upon issuance by the Commission of a stop order suspending the effectiveness of such any Registration Statement with respect to Registrable Securities or the initiation of proceedings Proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iiiii) if the Company believes in good faith that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan or (y) would require the Company (after consultation with external legal counsel)Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (iiy) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iiiiv) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (ivv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement statement; provided that the Holders shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 2(b); or (vi) if any other material development would materially and adversely interfere with any such Demand Registration (any such period, a “Suspension Period”); provided, however, that in such event, Corsair LP will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration as the Company will pay all Registration Expenses in connection with such registration; and provided further, that in no event shall the Company declare a Suspension Period more than three times once in any twelve (12) -month period or for more than an aggregate of 45 days in any 12-month period. The Company shall (i) give prompt written notice to the Holder Holders of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period. If the filing of any Demand Registration is suspended pursuant to this Section 2(d), once the Suspension Period and (ii) promptly resume the process of filing or requesting for effectivenessends, or update the suspended Registration Statement, as the case Corsair LP may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawrequest a new Demand Registration.

Suspension Period. Notwithstanding (a) During any Suspension Period, the AS Suspended Rights shall be suspended automatically and without further action required by the Company or any other provision Person. (b) Upon the termination of this such Suspension Period, the AS Suspended Rights shall automatically be reinstated in full without further action required by the Company or any other Person, provided that actions taken by the Company hereunder that would have required the approval of a Primary Redeemable Preferred Director but for the application of the Suspension Period shall not be invalidated to the extent such actions cannot be repudiated or reversed without significant harm, cost or expense to the Company and its Subsidiaries, taken as a whole, or deemed a default or other violation of these Articles Supplementary. (c) For the avoidance of doubt, if a court of competent jurisdiction determines, in a final and non-appealable judgment, that a Funding Failure has not occurred, without limiting any other remedy that Brookfield, any of its Affiliates or any Class C Unit Holder may have pursuant to these Articles Supplementary or the other Transaction Documents, and without duplication of any amounts paid by the Company or the Operating Partnership in respect thereof pursuant to any of the other Transaction Documents, Brookfield, its Affiliates and the Class C Unit Holders, as applicable, shall be entitled to recover from the Company actual damages incurred (which shall include consequential damages to the extent they were the natural, probable and reasonably foreseeable consequence of the actions taken by the Company with respect to such election) arising from or in connection with the election of the Company to pursue its remedies under Section 211.6(b) of the Securities Purchase Agreement. (d) If a Funding Failure Final Determination occurs and Brookfield shall not have consummated the applicable Subsequent Closing within ten (10) Business Days of such Funding Failure Final Determination, then on the eleventh (11th) Business Day following such Funding Failure Final Determination, the Company shall have be entitled to redeem the rightRedeemable Preferred Share at par value, but not all of the obligationrights of the Redeemable Preferred Directors under Section 6(i) and Section 6(j) shall be terminated automatically without further action by the Company or any other Person and the holder of the Redeemable Preferred Share shall cause each of the Redeemable Preferred Directors to resign from the Board of Directors. (e) For the avoidance of doubt, notwithstanding any suspension of the approval rights of the Redeemable Preferred Directors set forth in Section 6(i) and Section 6(j) pursuant to defer the filing of (but not the preparation ofSection 9(a), or suspend each of the use by Redeemable Preferred Directors shall be entitled during the Holder ofSuspension Period to continue to serve as a Director and to the rights applicable to Directors generally (including, any Registration Statement for a period without limitation, indemnification and limitation of up to sixty (60liability) days (unless a longer period is consented to by in the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities Charter, including these Articles Supplementary, or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”)Bylaws; provided, that in no event the Redeemable Preferred Directors shall the Company declare not have a Suspension Period more than three times in vote on any twelve (12) month period. The Company shall (i) give prompt written notice matter to the Holder extent it would require the exercise of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawany AS Suspended Rights.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 24, following the effectiveness of the Mandatory Shelf Registration Statement (and the filings with any international, federal or state securities commissions), the Company shall have may direct the rightHolders, but not the obligationin accordance with Section 4(b), to defer suspend sales of the filing of (but not Registrable Shares pursuant to the preparation of), or suspend the use by the Holder of, any Mandatory Shelf Registration Statement for a such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any consecutive twelve (12)-month period commencing on the date the Lock-Up Agreement is terminated with respect to all of up to the Holders or more than sixty (60) days in any consecutive ninety (unless 90)-day period, except as a longer period is consented to result of a review of any post-effective amendment by the HolderCommission prior to declaring any post-effective amendment to the Mandatory Shelf Registration Statement effective) , provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) upon issuance the representative of the underwriters of an Underwritten Offering of primary shares by the Commission Company has advised the Company that the sale of Registrable Shares pursuant to the Mandatory Shelf Registration Statement would have a stop order suspending material adverse effect on a public offering by the effectiveness Company; (ii) an officer of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Mandatory Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Mandatory Shelf Registration Statement with respect (or such filings) to Registrable Securities become effective or to promptly amend or supplement the initiation of proceedings with respect to such Mandatory Shelf Registration Statement on a post-effective basis, as applicable; or (iii) an officer of the Company shall have determined in good faith, upon the advice of counsel, that the Company is required by law, rule or regulation to supplement the Mandatory Shelf Registration Statement or file a post-effective amendment to the Mandatory Shelf Registration Statement in order to incorporate information into the Mandatory Shelf Registration Statement for the purpose of (1) including in the Mandatory Shelf Registration Statement any prospectus required under Section 9(d) or 8(e10(a)(3) of the Securities Act; (ii2) if reflecting in the prospectus included in the Mandatory Shelf Registration Statement any facts or events arising after the effective date of the Mandatory Shelf Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a material change in the information set forth therein; or (3) including in the prospectus included in the Mandatory Shelf Registration Statement any material information with respect to the plan of distribution not disclosed in the Mandatory Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company believes in good faith that any shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to become effective or to promptly amend or supplement the Mandatory Shelf Registration Statement on a post-effective basis or to take such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, action as is necessary to make disclosure resumed use of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in Mandatory Shelf Registration Statement compatible with the Company’s best interests; provided , as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of causes the Company to suspend the use of the Mandatory Shelf Registration Statement (xa “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) fund a merger, third-party tender offer to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or other business combination, acquisition of assets or similar transaction or (y) meet rating agency its effect is continuing and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering using commercially reasonable efforts to terminate suspension of Company Common Stock the use of the Mandatory Shelf Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to the Mandatory Shelf Registration Statement (or such filings) at any time after it has received a registration statement (any such period, a “Suspension Period”); provided, that in no event shall Notice from the Company declare a and prior to receipt of an End of Suspension Period more Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than three times permanent file copies then in any twelve (12) month periodsuch Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Company shall Holders may recommence effecting sales of the Registrable Shares pursuant to the Mandatory Shelf Registration Statement (ior such filings) give prompt written following further notice to such effect (an “End of Suspension Notice”) from the Holder Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable laweffect.

Suspension Period. Notwithstanding any other provision of this Agreement to the contrary, if the Board determines in good faith that the registration, offer, sale and/or distribution of Registrable Securities (i) would reasonably be expected to materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, merger, consolidation, tender offer, recapitalization, corporate reorganization or segment reclassification or discontinuance of operations, or other significant transaction or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would reasonably be expected to materially and adversely affect the Company, subject to the provisions of Section 25(b), the Company shall have the rightbe entitled to suspend, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a reasonable period of up to sixty time (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such periodeach, a “Suspension Period”); provided, that in no event the use of any Registration Statement or Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference. It is also agreed that, notwithstanding Section 7(c) hereof or any other provision of this Agreement to the contrary, each year the Company declare updates a Suspension Period more than three times in any twelve Form S‑1 Shelf (12A) month periodthe Company may need to suspend use of the Form S‑1 Shelf to the extent such registration statement has not been declared effective by the Commission prior to the time it is required to be updated under the Securities Act and (B) to the extent such registration statement undergoes Commission review, the Company will need to suspend use of the Form S‑1 Shelf pending completion of such review. The Company shall (i) promptly will give prompt written notice of any such Suspension Period to each Holder that has Registrable Securities registered on a Registration Statement filed hereunder. A Holder of Registrable Securities shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received such notice from the Company and prior to the Holder of its declaration of a Suspension Period and end of the expiration or termination Suspension Period. Holders of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawmay recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following the end of the Suspension Period.

Suspension Period. Notwithstanding any other provision of this Section 2The Company may, the Company shall have the rightby notice in writing to each Holder, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by Demand Registration rights of the Holder of, and/or require the Holders to suspend use of any resale prospectus included in any Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to determined by the Holder) Company if there shall occur a Material Disclosure Event (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “"Suspension Period”"); provided. Notwithstanding the foregoing, that no Suspension Period shall exceed 45 days in no event shall any one instance and be invoked by the Company declare a Suspension Period more than three times in any twelve (12) -month period; provided, however, that if the Company deems it necessary to file a post-effective amendment to any Shelf Registration Statement in order to comply with Section 4.1 hereof or other information provided by a Holder for inclusion in the prospectus included in any Shelf Registration Statement, then such period of time from the date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement, as so amended, is declared effective by the Commission shall not be treated as a Suspension Period. The Each Holder agrees that, upon receipt of notice from the Company shall of the occurrence of a Material Disclosure Event (a "Suspension Notice"), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to any Shelf Registration Statement or any public sale or distribution including pursuant to Rule 144 until the earlier of (i) give prompt written notice to the Holder of its declaration of a Suspension Period and expiration of the expiration or termination of the relevant Suspension Period and (ii) such Holder’s receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, or update including the suspended Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Agreement to the contrary, if the Board determines in good faith that the registration and distribution of Registrable Securities (i) would reasonably be expected to materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, merger, corporate reorganization or segment reclassification or discontinuance of operations, which is required to be reflected in pro forma or restated financial statements that amends a historical financial statement of the Company, or other significant transaction or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries, or (ii) would require disclosure of non-public material information, the disclosure of which would reasonably be expected to materially and adversely affect the Company, subject to the provisions of Section 25(b), the Company shall have the rightbe entitled to suspend, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a reasonable period of up to sixty time (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such periodeach, a “Suspension Period”); provided, that in no event the use of any Registration Statement or Prospectus and shall not be required to amend or supplement the Company declare a Suspension Period more than three times in Registration Statement, any twelve (12) month periodrelated Prospectus or any document incorporated therein by reference. The Company shall use all commercially reasonable efforts to amend the Registration Statement and/or Prospectus to correct such untrue statement or omission as soon as reasonably practicable unless such amendment would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction, in each case that is material to the Company. It is also agreed that, notwithstanding Section 7(c) hereof or any other provision of this Agreement to the contrary, each year the Company updates a Form S-1 Shelf (iA) the Company may need to suspend use of the Form S-1 Shelf to the extent such registration statement has not been declared effective by the Commission prior to the time it is required to be updated under the Securities Act and (B) to the extent such registration statement undergoes Commission review, the Company will need to suspend use of the Form S-1 Shelf pending completion of such review. The Company promptly will give prompt written notice to the Holder of its declaration of a any such Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the each Holder to offer and sell its that has Registrable Securities in accordance with applicable lawregistered on a Registration Statement filed hereunder.

Suspension Period. Notwithstanding any other provision of this Except with respect to a registration under Section 22.9 hereof, the Company shall have the rightmay, but not the obligationby notice in writing to each Holder, to defer postpone the filing or effectiveness of (but not the preparation of)Shelf Registration Statement or any other registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use by of any resale Prospectus included in the Holder of, any Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to time reasonably determined by the Holder) Company if there shall occur a Material Disclosure Event (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”). Notwithstanding anything herein to the contrary, the Company shall not be entitled to more than three (3) Suspension Periods, which Suspension Periods shall have durations of not more than thirty (30) calendar days each (but may at the Company’s reasonable determination run consecutively for a given Material Disclosure Event) during any consecutive 12 month period, and which Suspension Periods shall not exceed more than seventy-five (75) calendar days in the aggregate in any consecutive 12 month period; provided, however, that in no event shall if the Company declare deems in good faith that it is necessary to file a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice post-effective amendment to the Holder Shelf Registration Statement in order to comply with Article IV hereof, then such period of its declaration time from the date of filing such post-effective amendment until the date on which the Shelf Registration Statement is declared effective by the Commission shall not be treated as a Suspension Period and the Company shall use its best efforts to cause such post-effective amendment to be declared effective as promptly as possible, but in no event more than two (2) Business Days following the filing of such post-effective amendment (subject only to such delay as may be caused solely as a result of review by the Commission, whereupon the Company shall use its best efforts to facilitate such review and approval by the Commission and cause such post-effective amendment to be declared effective as promptly as possible). Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) such Holder’s receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it will not deliver a Suspension Notice with respect to a Suspension Period unless Company employees, officers and directors are also prohibited by the Company for the duration of such Suspension Period from effecting any public sales of shares of Common Stock beneficially owned by them. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, or update including the suspended Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. (a) Notwithstanding any other provision anything to the contrary contained in this Agreement, if the Partnership determines in good faith (because of this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation existence of), or suspend the use by the Holder in anticipation of, any Registration Statement acquisition, financing activity or other transaction involving the Partnership, the unavailability of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Partnership) that effecting an Underwritten Offering would be materially detrimental to the Partnership or the holders of its Common Units, then the Partnership shall be entitled to postpone any such Underwritten Offering for a reasonable period of up time not to sixty (60) exceed 60 consecutive days (unless or a longer period is consented to by of time with the Holder) (i) upon issuance by the Commission prior written consent of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(dSeller, which consent shall not be unreasonably withheld) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be 105 days in the Company’s best interests; provided that this exception aggregate in any 365-day period (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided. In the event of any such suspension pursuant to this Section 2.04(a), that in no event the Partnership shall furnish to Seller a written notice setting forth the Company declare estimated length of the anticipated delay. The Partnership will notify Unitholder promptly upon the termination of the Suspension Period. Upon notice by the Partnership to Unitholder of any determination to commence a Suspension Period, Unitholder shall, except as required by applicable Law, including any disclosure obligations under Section 13 of the Exchange Act, keep the fact of any such Suspension Period more than three times in strictly confidential, and during any twelve Suspension Period, promptly halt any offer, sale (12including sales pursuant to Rule 144), trading or transfer of any Common Units for the duration of the Suspension Period until the Partnership has provided notice that the Suspension Period has been terminated. (b) month period. The Company shall (i) give prompt written notice to After the Holder expiration of its declaration of a any Suspension Period and without any further request from a holder of Equity Interests, the Partnership shall as promptly as reasonably practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawincluded therein, the Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. Notwithstanding (a) Xerox shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes Xerox possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times Xerox continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by Xerox, at such time to offer Company Common Stock as Xerox no longer possesses material non-public information regarding Xerox, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Xerox exercises its rights in each case pursuant to a registration statement (any such period, this Section 5.02(a) shall constitute a “Suspension Period.”); provided (b) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from Xerox of a Suspension Period more than three times (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of a notice from Xerox to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, Xerox shall deliver a written notice to the Icahn Representative and the Dxxxxx Representative that the Suspension Period remains in effect (12) month perioda “Bring-Down Suspension Notice”). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period Xerox and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, Xerox (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as may be necessary to permit continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by Xerox, such Holder shall deliver to offer and sell its Xerox (at Xerox’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. Xerox covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all Xerox employees, officers and directors who are subject to Xerox’s Ixxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Xerox beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, Xerox shall, promptly after such time as it no longer possesses material non-public information that it has determined in accordance good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with applicable lawrespect to the Shelf Registration Statement. (c) During any time that any member of the Icahn Group possesses material, non-public information with respect to Xerox, no Holder who is a member of the Icahn Group may effect any sales under any Registration Statement of Xerox. During any time that any member of the Dxxxxx Group possesses material, non-public information with respect to Xerox, no Holder who is a member of the Dxxxxx Group may effect any sales under any Registration Statement of Xerox.

Suspension Period. Notwithstanding (a) If at any other provision of this Section 2time, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) there occurs (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities Post‑Investment Period Key Man Event or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if a Change of Control during the Company believes Investment Period, then (x) in good faith the case of the Post‑Investment Period Key Man Event, until BHMF GP shall have proposed its plans to deal with the Post‑Investment Period Key Man Event (or informed the Limited Partner that it will take no action in respect thereof), which BHMF GP shall do within thirty (30) days of the occurrence of the Post‑Investment Period Key Man Event, and the Limited Partner has granted its Consent to such plans (or BHMF GP ‘s proposal to take no action), it being agreed that Limited Partner shall grant or withhold its Consent to any such registration or offering would require the Company plans within ten (after consultation with external legal counsel)10) days of receipt thereof from BHMF GP, under applicable securities laws and other lawsor, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be (y) in the Company’s best interests; provided case of a Change of Control that this exception occurs during the Investment Period, unless and until the Limited Partner has granted its Consent to such Change of Control (it being agreed that the Limited Partner shall grant or withhold its Consent to any such Change of Control within ten (10) days of becoming aware thereof (either such period from the occurrence of the applicable event in clause (i) or (ii) shall continue to apply only during until the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities applicable Consent of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, PGGM contemplated therein being a “Suspension Period”), BHMF GP, as General Partner, may not cause the Partnership to invest in any New Project without the prior written Consent of the Limited Partner; providedprovided that the Suspension Period shall immediately terminate without any further action by BHMF GP or the Limited Partner in the event that (A) BHMF GP presents its plans to the Limited Partner in respect to how BHMF GP will deal with the Post‑Investment Period Key Man Event (or that it will take no action in respect thereof), and the Limited Partner has not objected to such plans within the ten (10) day period set forth above, or (B) the Limited Partner has not objected to the Change of Control within the ten (10) day period set forth above (in which case the Limited Partner shall also be deemed to have granted its Consent to such Change of Control). If the Limited Partner shall object in writing to any such plans to address a Post‑Investment Period Key Man Event or any such Change of Control that occurs during the Investment Period (or otherwise affirmatively withhold in no event writing its Consent to any such plans or Change of Control that occurs during the Investment Period) within the ten (10) day period set forth above, then the Exclusivity Right will immediately terminate, the Partnership shall not thereafter invest in any New Projects and neither the Company declare Limited Partner nor BHMF GP shall have any further obligation to contribute Capital Contributions to the Partnership in respect of investments in New Projects (it being acknowledged and agreed that the Limited Partner’s and BHMF GP’s Capital Contribution obligations set forth in Section 3.3(d) of this Agreement shall remain in full force and effect). With respect to a Change of Control, (1) the Suspension Period shall occur automatically upon the occurrence of a Change of Control (and without regard to the terms and provisions of Section 7.11 of this Agreement), (2) the Limited Partner’s granting or withhold of its Consent to a Change of Control pursuant to this Section 7.7(a) shall be without regard to the rights of the Limited Partner under Section 7.11 and (3) the terms and provisions of this Section 7.7(a) shall not limit or modify the terms and provisions of, or the Limited Partner’s rights under, Section 7.11. (b) Notwithstanding anything in this Agreement to the contrary, a Suspension Period more than three times shall terminate without any further action by BHMF GP or the Limited Partner in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a event that during the Suspension Period and of the expiration or termination of the relevant Suspension Period and Advisory Committee has granted its written Consent to three (ii3) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawProjects.

Suspension Period. Notwithstanding any other provision of this Section 2The Company may, the Company shall have the rightby notice in writing to each Holder, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by Demand Registration rights of the Holder of, and/or require the Holders to suspend use of any resale prospectus included in any Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to determined by the Holder) Company if there shall occur a Material Disclosure Event (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “"Suspension Period”"); provided. Notwithstanding the foregoing, that no Suspension Period shall exceed 45 days in no event shall any one instance and be invoked by the Company declare a Suspension Period more than three times in any twelve (12) -month period; provided, however, that if the Company deems it necessary to file a post-effective amendment to any Shelf Registration Statement in order to comply with Section 4.1 hereof or other information provided by a Holder for inclusion in the prospectus included in any Shelf Registration Statement, then such period of time from the date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement, as so amended, is declared effective by the Commission shall not be treated as a Suspension Period. The Each Holder agrees that, upon receipt of notice from the Company shall of the occurrence of a Material Disclosure Event (a "Suspension Notice"), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to any Shelf Registration Statement or any public sale or distribution including pursuant to Rule 144 until the earlier of (i) give prompt written notice to the Holder of its declaration of a Suspension Period and expiration of the expiration or termination of the relevant Suspension Period and (ii) such Holders receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder will deliver to the Company (at the Companys expense) all copies, other than permanent file copies, then in such Holders possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders rights under this Agreement that may have been affected by such notice, or update including the suspended Holders Demand Registration rights and rights with respect to any Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding (a) Hertz shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes Hertz possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times Hertz continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by Hertz, at such time to offer Company Common Stock as Hertz no longer possesses material non-public information regarding Hertz, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Hertz exercises its rights in each case pursuant to a registration statement (any such period, this Section 5.02(a) shall constitute a “Suspension Period.”); provided (b) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from Hertz of a Suspension Period more than three times (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of a notice from Hertz to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, Hertz shall deliver a written notice to the Icahn Representative that the Suspension Period remains in effect (12) month perioda “Bring-Down Suspension Notice”). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period Hertz and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, Hertz (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by Hertz, such Holder shall deliver to Hertz (at Hertz’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. Hertz covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all Hertz employees, officers and directors who are subject to Hertz’s Xxxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Hertz beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, Hertz shall, promptly after such time as it no longer possesses material non-public information that it has determined in good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to the Shelf Registration Statement. (c) During any time that any member of the Icahn Group possesses material, non-public information with respect to Hertz, no Holder may effect any sales under any Registration Statement of Hertz. (d) Notwithstanding anything in this Agreement to the contrary, Hertz shall not be necessary required to permit the seek to register any Registrable Securities for any Holder to offer and sell the extent that Hertz has at such time not timely filed all of its Registrable Securities in accordance with applicable lawperiodic reports under the Exchange Act.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the HolderHolders) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder Holders of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder Holders to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Section 2If (x) there shall occur a Material Disclosure Event or (y) the Board determines, in good faith, that it would be detrimental to the Company shall have the right, but not the obligation, and its shareholders for a registration statement pursuant to a Demand Registration to be filed and it is therefore advisable to defer the filing of (but not such registration statement, the preparation of)Company, by notice in writing to each Holder, may postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders (and, if applicable, require the Holders to suspend use by the Holder of, of any Registration Statement resale prospectus included in a shelf registration statement) for a any period of up to sixty (60) days (unless a longer period is consented to time determined by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”). Notwithstanding anything herein to the contrary, the Company shall not be entitled to more than four (4) Suspension Periods, which Suspension Periods shall have durations of not more than forty-five (45) days each (but may, at the Company’s determination, run consecutively for a given Material Disclosure Event), during any consecutive 12-month period, and which Suspension Periods shall not exceed more than ninety (90) days in the aggregate in any consecutive 12-month period; provided, however, that in no event shall if the Company declare deems in good faith that it is necessary to file a Suspension Period more than three times post-effective amendment to a shelf registration statement in any twelve (12order to comply with Section 5(a)(vi) month period. The Company hereof, then such period of time from the date of filing such post-effective amendment until the date on which such shelf registration statement is declared effective by the SEC shall (i) give prompt written notice to the Holder of its declaration of not be treated as a Suspension Period and the Company shall use its reasonable best efforts to cause such post- effective amendment to be declared effective as promptly as practicable. Each Holder agrees that, upon receipt of a written notice from the Company declaring a Suspension Period as a result of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to any public sale or distribution, including pursuant to Rule 144 under the Securities Act, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) the Company’s delivery of the written notice described in the immediately following sentence. In the event that the Company has delivered a Suspension Notice, the Company shall, promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, after such time as the case related Material Disclosure Event no longer exists, provide written notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holder’s rights under this Agreement that may behave been affected by such Suspension Notice, as may be necessary including the Holders’ Demand Registration rights. Any suspension of the right to permit use any registration statement shall result in an extension of the Holder registration period equal to offer and sell its Registrable Securities in accordance with applicable lawthe number of days of the suspension.

Suspension Period. (a) Notwithstanding any other provision of anything to the contrary contained in this Section 2Agreement, the Company Partnership shall have the rightbe entitled, but not the obligationfrom time to time, by providing prior written notice to Seller, to defer the filing of (but not the preparation of), or require Unitholder to suspend the use by of the Holder of, Prospectus included in any Registration Statement for resales of Registrable Securities pursuant to Section 2.01(a)for a reasonable period of up time not to sixty exceed 60 days in succession (60) days (unless or a longer period is consented to by of time with the Holder) (i) upon issuance by the Commission prior written consent of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(dSeller, which consent shall not be unreasonably withheld) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be 90 days in the Company’s best interests; provided that this exception aggregate (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”) if the Partnership determines in good faith (because of the existence of, or in anticipation of, any acquisition, financing activity or other transaction involving the Partnership, the unavailability of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Partnership) that effecting the registration (or permitting sales under an effective registration) would be materially detrimental to the Partnership or the holders of its Common Units. In the event of any such suspension pursuant to this Section 2.04(a); provided, that in no event the Partnership shall furnish to Seller a written notice setting forth the Company declare estimated length of the anticipated delay. The Partnership will notify Unitholder promptly upon the termination of the Suspension Period. Upon notice by the Partnership to Unitholder of any determination to commence a Suspension Period, Unitholder shall, except as required by applicable Law, including any disclosure obligations under Section 13 of the Exchange Act, keep the fact of any such Suspension Period more than three times strictly confidential, and during any Suspension Period, promptly halt any offer, sale (including sales pursuant to Rule 144), trading or transfer of any Common Units for the duration of the Suspension Period until the Partnership has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in any twelve (12) month period. The Company this Section 2.04 shall (i) give prompt written notice to relieve the Holder Partnership of its declaration obligations under Section 2.01. (b) After the expiration of a any Suspension Period and without any further request from a holder of Equity Interests, the Partnership shall as promptly as reasonably practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawincluded therein, the Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. Notwithstanding Loral may, by notice in writing to each Holder, postpone the filing or effectiveness of the Shelf Registration Statement or any other provision of registration requested pursuant to this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of)Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use by of any resale Prospectus included in the Holder of, any Shelf Registration Statement for a any period of up to sixty time reasonably determined by Loral if there shall occur a Material Disclosure Event (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”). Notwithstanding anything herein to the contrary, Loral shall not be entitled to more than an aggregate of four (4) Suspension Periods each, with respect to all Registrable Securities issued by either of them, as applicable, which Suspension Periods shall have durations of not more than thirty (30) days each (but may at Loral’s reasonable determination run consecutively for a given Material Disclosure Event), during any consecutive 12 month period, and which Suspension Periods shall not exceed more than ninety (90) days in the aggregate in any consecutive 12-month period; provided, however, that if Xxxxx xxxxx in no event shall the Company declare good faith that it is necessary to file a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice post-effective amendment to the Holder Shelf Registration Statement in order to comply with Section 4 hereof, then such period of its declaration time from the date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement is declared effective under the Securities Act shall not be treated as a Suspension Period and Loral shall use its reasonable efforts to cause such post-effective amendment to be declared effective as promptly as possible. Each Holder agrees that, upon receipt of notice from Loral of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) such Holder’s receipt of a notice from Loral to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of Loral confirming the existence of the Material Disclosure Event. If so directed by Loral, such Holder shall deliver to Loral (at Loral’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. Loral covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless Loral employees, officers and directors are also prohibited by Loral for the duration of such Suspension Period from effecting any public sales of securities of Loral beneficially owned by them. In the event of a Suspension Notice, Loral shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, or update including the suspended Holders’ Demand Registration rights and rights with respect to the Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 24, following the effectiveness of the Mandatory Shelf Registration Statement (and the filings with any international, federal or state securities commissions), the Company shall have may direct the rightHolders, but not the obligationin accordance with Section 4(b), to defer suspend sales of the filing of (but not Registrable Shares pursuant to the preparation of), or suspend the use by the Holder of, any Mandatory Shelf Registration Statement for a such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any consecutive twelve (12)-month period commencing on the date the Lock-Up Agreement is terminated with respect to all of up to the Holders or more than sixty (60) days in any consecutive ninety (unless 90)-day period, except as a longer period is consented to result of a review of any post-effective amendment by the HolderCommission prior to declaring any post-effective amendment to the Mandatory Shelf Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective) , if any of the following events shall occur: (i) upon issuance the representative of the underwriters of an Underwritten Offering of primary shares by the Commission Company has advised the Company that the sale of Registrable Shares pursuant to the Mandatory Shelf Registration Statement would have a stop order suspending material adverse effect on a public offering by the effectiveness Company; (ii) an officer of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, joint venture, farm-in, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Mandatory Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Mandatory Shelf Registration Statement with respect (or such filings) to Registrable Securities become effective or to promptly amend or supplement the initiation of proceedings with respect to such Mandatory Shelf Registration Statement on a post-effective basis, as applicable; or (iii) an officer of the Company shall have determined in good faith, upon the advice of counsel, that the Company is required by law, rule or regulation to supplement the Mandatory Shelf Registration Statement or file a post-effective amendment to the Mandatory Shelf Registration Statement in order to incorporate information into the Mandatory Shelf Registration Statement for the purpose of (1) including in the Mandatory Shelf Registration Statement any prospectus required under Section 9(d) or 8(e10(a)(3) of the Securities Act; (ii2) if reflecting in the prospectus included in the Mandatory Shelf Registration Statement any facts or events arising after the effective date of the Mandatory Shelf Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a material change in the information set forth therein; or (3) including in the prospectus included in the Mandatory Shelf Registration Statement any material information with respect to the plan of distribution not disclosed in the Mandatory Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company believes in good faith that any shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to become effective or to promptly amend or supplement the Mandatory Shelf Registration Statement on a post-effective basis or to take such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, action as is necessary to make disclosure resumed use of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in Mandatory Shelf Registration Statement compatible with the Company’s best interests; provided , as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of causes the Company to suspend the use of the Mandatory Shelf Registration Statement (xa “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) fund a merger, third-party tender offer to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or other business combination, acquisition of assets or similar transaction or (y) meet rating agency its effect is continuing and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering using commercially reasonable efforts to terminate suspension of Company Common Stock the use of the Mandatory Shelf Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to the Mandatory Shelf Registration Statement (or such filings) at any time after it has received a registration statement (any such period, a “Suspension Period”); provided, that in no event shall Notice from the Company declare a and prior to receipt of an End of Suspension Period more Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than three times permanent file copies then in any twelve (12) month periodsuch Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Company shall Holders may recommence effecting sales of the Registrable Shares pursuant to the Mandatory Shelf Registration Statement (ior such filings) give prompt written following further notice to such effect (an “End of Suspension Notice”) from the Holder Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable laweffect.

Suspension Period. Notwithstanding (a) The Company may suspend the use of a prospectus that is part of a Registration Statement for up to 30 consecutive days (or such shorter period as the Company determines in good faith is necessary under the circumstances, with extensions beyond such shorter period up to the 30-day maximum as may be required after consultation with counsel) from the date of the Suspension Notice (as defined below) in any other provision given 12-month period, and therefore suspend sales of this Registrable Securities available for sale pursuant to such Registration Statement (such period, the “Suspension Period”) by providing written notice to each Holder if the Company’s board of directors determines in its reasonable good faith judgment that such suspension is in the best interests of the Company. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in Section 23(a) above (a “Suspension Event”), the Company shall have promptly give a written notice to the right, but not Holders (a “Suspension Notice”) to suspend sales of the obligation, to defer the filing of Registrable Securities (but shall not contain any material non-public information concerning the preparation of), or suspend Company) and that such suspension shall continue only for so long as the use by Suspension Event is continuing. A Holder shall not effect any sales of the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect pursuant to such Registration Statement under Section 9(d(or such filings) or 8(e) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees that such Holder shall treat as confidential the receipt of the Securities Act; (ii) if Suspension Notice and shall not disclose the Company believes information contained in good faith that any such registration or offering would require Suspension Notice without the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities prior written consent of the Company until such time as the information contained therein is or becomes available to (x) fund the public generally, other than as a merger, third-party tender offer or other business combination, acquisition result of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if disclosure by the Company is pursuing a primary underwritten offering Holder in breach of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”)the terms of this Agreement; provided, that the foregoing will not prohibit the Holder from trading in no event shall the Company declare Registrable Securities solely by virtue of having received a Suspension Period more than three times in any twelve Notice and the information contained therein. A Holder may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (12or such filings) month period. The Company shall (i) give prompt following further written notice to such effect (an “End of Suspension Notice”) from the Holder Company, which End of its declaration Suspension Notice shall be given by the Company to the Holders promptly following the conclusion of a any Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.Event.‌

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 5 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Placement Agent and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 12-month period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Mandatory Registration Statement would have a material adverse effect on the Company’s offering, or (ii) pending discussions relating to a transaction or the occurrence of an event (1) that would require additional disclosure of material information by the Company in the Mandatory Registration Statement and that has not been so disclosed, and (2) as to which the Company has a bona fide business purpose for preserving confidentiality. Upon the earlier to occur of (A) the Company delivering to the Holders and the Placement Agent an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Company shall have use its commercially reasonable efforts to promptly amend or supplement the rightMandatory Registration Statement on a post-effective basis, but not the obligation, to defer the filing of (but not the preparation of)if necessary, or suspend to take such action as is necessary to make resumed use of the use by the Holder of, any Mandatory Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement compatible with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue , as applicable, so as to apply only during permit the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time Holders to offer Company Common Stock or other equity securities resume sales of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month periodRegistrable Shares as soon as possible. The Company shall have the right to suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (ib) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give prompt written notice (a “Suspension Notice”) to the Holder Holders to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its declaration effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Period Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the expiration or termination Company) all copies other than permanent file copies then in such Holder’s possession of the relevant Prospectus covering the Registrable Shares at the time of receipt of the Suspension Period Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and the Placement Agent in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iic) promptly resume Notwithstanding any provision herein to the process of filing or requesting for effectivenesscontrary, or update if the suspended Company shall give a Suspension Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement, as the case may be, as may Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to permit resume sales; provided such period of time shall not be extended beyond the Holder to offer and sell its date that Shares or Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding (a) Following the effectiveness of a Registration Statement (and the filings with any other provision of this Section 2state securities commissions), the Company shall have may direct the rightHolders to suspend sales of the Registrable Shares for such times as the Company deems necessary or advisable, but not including for up to 60 days in any 12 month period in the obligation, to defer the filing case of (but not the preparation of)pending negotiations relating to, or suspend the use by the Holder consummation of, any Registration Statement for a period transaction or the occurrence of up to sixty (60) days (unless a longer period is consented to by the Holder) an event (i) upon issuance that would require additional disclosure of material information by the Commission of a stop order suspending Company in the effectiveness of such Registration Statement (or such state filings), (ii) as to which the Company has a bona fide business purpose for preserving confidentiality, or (iii) that renders the Company unable to comply with respect Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such state filings) to become effective, or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable. (b) In the case of an event that causes the Company to suspend sales by Holders pursuant to an effective Registration Statement (a "Suspension Event"), the Company may give notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Securities Shares so that the Company may correct or update the initiation Registration Statement (or such state filings); provided, however, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Holders shall not effect any sales of proceedings with respect the Registrable Shares pursuant to such Registration Statement under Section 9(d(or such state filings) or 8(e) at any time after it has received a Suspension Notice from the Company. If so directed by the Company, the Holders will deliver to the Company all copies of the Securities Act; Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (iior such state filings) if following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company believes in good faith that promptly following the conclusion of any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawEvent.

Suspension Period. Notwithstanding any other provision (i) Unless notified pursuant to SECTION 4.8(d)(ii) below, upon receipt of this Section a notice under clauses (2) through (4) of SECTION 4.8(c)(iv), the Company stockholders shall have forthwith discontinue disposition of the rightRegistrable Shares pursuant to a Registration Statement until the stockholders' receipt of copies of the applicable supplemented or amended Prospectus contemplated by SECTION 4.8(c)(iii) or until the Company stockholders are advised in writing by Parent that the use of a Prospectus may be resumed, but not and, if so directed by Parent, the obligationCompany stockholders shall deliver to Parent all copies, other than one permanent file copy, of a Prospectus at the time of receipt of such notice. Parent shall use reasonable commercial efforts to defer the filing of take such actions, as soon as practicable (but not in any event within 60 days) after the preparation ofdelivery of a notice under clause (2) through (4) of SECTION 4.8(c)(iv), as are necessary to appropriately revise or suspend supplement a Prospectus or to cause the SEC to lift the stop order. (ii) In addition, if Parent shall furnish to the former Company stockholders a certificate signed by the President or Chief Executive Officer of Parent stating that the Board of Directors of Parent has made the good faith determination (i) that continued use by the Holder of, any selling stockholders of the Registration Statement for a period purposes of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission effecting offers or sales of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement Shares pursuant thereto would require, under Section 9(d) or 8(e) of the Securities Act; , premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning Parent, its business or prospects or any proposed material transaction involving Parent and (ii) if that such premature disclosure would be materially adverse to Parent, its business or prospects or any such proposed material transaction or would make the successful consummation by Parent of any such material transaction significantly less likely, the Company believes in good faith that stockholders shall not use the Registration Statement to sell any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure shares of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Parent Common Stock or other equity securities of covered by the Company to (x) fund a mergerRegistration Statement until notified by Parent that the reason for the suspension no longer exists; PROVIDED, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); providedHOWEVER, that in no event will the suspension period contemplated by this sentence exceed 90 days in the aggregate during any 12-month period during which Parent is otherwise obligated to keep such Registration Statement effective. As a 44 condition to having shares included in a Registration Statement and listed in a Prospectus, Company stockholders shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice be required to agree to the Holder restrictions provided in this SECTION 4.8(d), the indemnification provisions provided hereunder, to provide the information required by SECTION 4.8(g) hereof, and to keep confidential the receipt of its declaration any notice under SECTION 4.8(c)(iv) and the contents of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawany such notice.

Suspension Period. Notwithstanding The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of a Shelf Registration Statement or any other provision of registration requested pursuant to this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of)Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use by the Holder of, of any resale Prospectus included in a Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to time reasonably determined by the Holder) Company if there shall occur a Material Disclosure Event (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”). Notwithstanding anything herein to the contrary, neither Loral nor Skynet shall be entitled to more than an aggregate of four (4) Suspension Periods each, with respect to all Registrable Securities issued by either of them, as applicable, which Suspension Periods shall have durations of not more than thirty (30) days each (but may at the Company’s reasonable determination run consecutively for a given Material Disclosure Event), during any consecutive 12 month period, and which Suspension Periods shall not exceed more than ninety (90) days in the aggregate in any consecutive 12-month period; provided, however, that in no event shall if the Company declare deems in good faith that it is necessary to file a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice post-effective amendment to the Holder Shelf Registration Statement in order to comply with Section 4 hereof, then such period of its declaration time from the date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement is declared effective under the Securities Act shall not be treated as a Suspension Period and the Company shall use its reasonable efforts to cause such post-effective amendment to be declared effective as promptly as possible. Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) such Holder’s receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless Company employees, officers and directors are also prohibited by the Company for the duration of such Suspension Period from effecting any public sales of securities of the Company beneficially owned by them. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, or update including the suspended Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding (i) The Company may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement required to be filed hereunder or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (as defined below) and therefore suspend sales of Registrable Securities available for sale pursuant to such Shelf Registration Statement (such period, the “Suspension Period”) by providing written notice to the Holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that such suspension is in the best interests of the Company in connection with any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other provision than in the ordinary course of this business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company; provided that in such event, (a) any Significant Holder shall be entitled to withdraw any request for an Underwritten Offering, (b) the Company shall pay all Registration Expenses in connection with any such request for a an Underwritten Offering, and (c) any Underwritten Offering that is so withdrawn shall not count as an Underwritten Offering, as applicable, for purposes of the limits imposed by Section 22(d) hereof. The Company may not utilize more than one Suspension Period in any 12-month period, except with the consent of the Holders of a majority of the Registrable Securities. (ii) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (g)(i) above (a “Suspension Event”), the Company shall have give a notice to the right, but not Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the obligation, to defer Registrable Securities and such notice shall state generally the filing of basis for the notice (but shall not contain any material non-public information concerning the preparation ofCompany) and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees that such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, or suspend the use other than as a result of disclosure by the Holder of, any in breach of the terms of this Agreement. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement for a period of up to sixty (60or such filings) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect following further written notice to such Registration Statement under Section 9(deffect (an “End of Suspension Notice”) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in from the Company’s best interests; provided that this exception (ii) , which End of Suspension Notice shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of be given by the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency the Holders and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder Holders’ counsel, if any, promptly following the conclusion of any Suspension Event and its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable laweffect.

Suspension Period. (a) Subject to the provisions of this Section 5 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Securities pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 12-month period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company, or securities convertible into Common Stock of the Company, if the Company is advised by the underwriters that the concurrent resale of the Registrable Securities by the Holders pursuant to the Mandatory Registration Statement would have a material adverse effect on the Company’s offering, or (ii) pending discussions relating to a transaction or the occurrence of an event (1) that would require additional disclosure of material information by the Company in the Mandatory Registration Statement and that has not been so disclosed, and (2) as to which the Company has a bona fide business purpose for preserving confidentiality. Upon the earlier to occur of (A) the Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Company shall use its commercially reasonable efforts to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as possible. (b) In the case of an event described in Section 5(a) that causes the Company to suspend the use of a Mandatory Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Securities, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Mandatory Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Securities pursuant to such Mandatory Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Mandatory Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement, the Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales; provided such period of time shall not be extended beyond the date that the Common Shares are not Registrable Securities. (d) The Company acknowledges that one or more Holders may not wish to receive any Suspension Notices or End of Suspension Notices during times that such Holder or Holders does not intend to use the Mandatory Registration Statement. Therefore, and notwithstanding any other provision of this Section 25, if a Holder notifies the Company in writing that it intends to rely upon this Section 5(d), the Company shall have will not send any Suspension Notices or End of Suspension Notices to such Holder except as provided in the right, but not next sentence. For any Holder that has notified the obligation, Company in writing that it intends to defer the filing of (but not the preparation ofrely upon this Section 5(d), or suspend the use by the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect each time prior to such Registration Statement under Section 9(d) or 8(e) Holder’s intended use of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Mandatory Registration Statement, as such Holder will notify the case Company in writing at least two Business Days in advance of such intended use, and if a Suspension Notice was previously delivered (or would have been delivered but for Holders’ elections rely upon this Section 5(d)) and the related suspension period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous Suspension Notice, and thereafter will provide such Holder with the related End of Suspension Notice immediately upon its availability. A Holder may beelect to rely upon, as may be necessary or revoke its election to permit rely upon, this Section 5(d) at any time by giving the Holder to offer and sell its Registrable Securities in accordance with applicable lawCompany written notice thereof.

Suspension Period. Notwithstanding any other provision of anything to the contrary contained in this Section 2Agreement, the Company shall have the right, but not the obligation, to defer may (a) delay the filing of (but not the preparation of)preparation) of any Registration Statement, any amendment thereof or suspend any supplement to the use by the Holder ofrelated Prospectus, and may withhold efforts to cause any Registration Statement for a period of up to sixty (60) days (unless a longer period become effective, if such registration is consented prohibited pursuant to by the Holder) (i) upon issuance by the Commission terms of a stop order suspending customary lock-up agreement with underwriters with respect to an offering of securities of the effectiveness Company to which the Company is then a party, and (b) delay the filing (but not the preparation) of such any Registration Statement, any amendment thereof or any supplement to the related Prospectus, and may withhold efforts to cause any Registration Statement to become effective, and prohibit offers and sales of Registrable Securities pursuant to a Registration Statement at any time that the Company determines that the filing of a Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic non-public information the disclosure of which would, in the good faith judgment of the Board, reasonably be expected to have a material adverse effect on any material acquisition, disposition, financing, reorganization, recapitalization or similar transaction under consideration by the Company or would require disclosure of information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if by the Company elects at such time and that would be reasonably expected to offer Company Common Stock or other equity securities of otherwise adversely affect the Company; provided that the Company shall not be permitted to do so (x) fund a merger, thirdmore than once in any 6-party tender offer or other business combination, acquisition of assets or similar transaction month period or (y) meet rating agency and other capital funding requirements; for any single period of time in excess of 60 days, or (iv) if for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company is pursuing exercises its rights under the preceding sentence, the Company will furnish a primary underwritten offering written notice to the Holders of Company Common Stock pursuant Registrable Securities that are proposed to be registered or are then subject to a Registration Statement, as applicable, and the Holders agree to suspend, promptly upon receipt of such notice, the use of any Prospectus relating to such registration statement (in connection with any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month periodsale or offer to sell Registrable Securities. The Company shall (i) promptly give prompt the Holders requesting registration thereof pursuant to Section 2, 3 or 4, as applicable, written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities any postponement made in accordance with applicable lawthe preceding sentence.

Suspension Period. Notwithstanding any other provision of this Section 2Basic may, by notice in writing to the Company shall have Holders, require the right, but not the obligation, Holders to defer the filing of (but not the preparation of), or suspend the use by of any Prospectus included in the Holder ofShelf Registration Statement covering the Registrable Securities, during the occurrence and continuance of a Material Disclosure Event and until Basic has prepared and provided to the Holders and, if applicable, filed with the SEC, any prospectus supplement or amendment to the Shelf Registration Statement for a period of up to sixty required by Section 5 (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided. Notwithstanding the foregoing, that in no event shall the Company declare a Suspension Period shall exceed 90 days in any one instance and Basic may not exercise its rights set forth in the immediately preceding sentence more than three times twice in any twelve (12) -month period. The Company shall Each Holder agrees that, upon receipt of notice from Basic of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144 under the Securities Act, until the earlier of (i) give prompt written notice to the Holder of its declaration of a Suspension Period and expiration of the expiration or termination of the relevant Suspension Period and (ii) such Holder’s receipt of a notice from Basic to the effect that such Suspension Period has ended. Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of Basic confirming the existence of the Material Disclosure Event, but such notice need not specify the nature of the event giving rise to such Material Disclosure Event. If so directed by Basic, such Holder will deliver to Basic (at Basic’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, Basic shall, promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, after such time as the case related Material Disclosure Event no longer exists, take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawhave been affected by such notice.

Suspension Period. (a) Notwithstanding any other provision of this Section 2Agreement, no Limited Partner shall be required to contribute capital to the Company shall have Partnership in respect of its Capital Commitment during any suspension of the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder)Investment Period except for: (i) upon issuance by Partnership Expenses and the Commission payment of a stop order suspending the effectiveness Management Fee pursuant to Article 6; (ii) completion of such Registration Statement transactions with respect to Registrable which the Partnership has entered into a binding commitment or which were in process prior to the suspension of the Investment Period; (iii) follow-on investments in the Securities or of issuers in which the initiation Partnership holds a pre-existing interest as of proceedings with respect to the date of such Registration Statement under Section 9(d) or 8(eproposed follow-on investment; provided that the aggregate amount of capital invested in such follow-on investments shall not exceed forty percent (40%) of aggregate Capital Commitments and no such follow-on investment shall be made later than eighteen (18) months from the Securities Actdate of a Suspension Event Notice, unless the Advisory Committee otherwise provides its written consent to approve such follow-on investments; and (iv) fulfillment of indemnification obligations to the Partnership, including, but not limited to, such Limited Partner’s obligations pursuant to paragraph 4.2(d); (b) In the event that Xxxxxxx Xxxxxxx (i) is no longer a principal of the General Partner, or (ii) if the Company believes ceases to fulfill his time commitment requirement set forth in good faith that any such registration or offering would require the Company paragraph 8.3(a) (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure regardless of material nonpublic information that would not otherwise be required whether he continues to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities a principal of the Company to General Partner) (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such periodeach, a “Suspension PeriodEvent”); provided, that in the General Partner shall promptly notify (and no event later than five business days from the occurrence of the Suspension Event) the Limited Partners (the “Suspension Event Notice”) and the Investment Period shall be automatically suspended as of the Company declare a occurrence of the Suspension Period more than three times in any twelve (12) month periodEvent. The Company shall (i) give prompt written notice Investment Period may be reinstated and the Partnership may re-commence normal operations upon the affirmative vote of a Majority in Interest of the Limited Partners. If the Investment Period has not been reinstated by the Limited Partners and normal Partnership operations have not re-commenced pursuant to the Holder of its declaration of preceding sentence within one hundred eighty (180) days after the Suspension Event Notice, then the Investment Period shall be automatically terminated and the Principals shall be permitted to raise a Suspension Period and of new fund or other entity with objectives similar to the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawPartnership.

Suspension Period. Notwithstanding any other provision of (a) Upon notice to each Purchaser requesting registration pursuant to this Section 2Agreement (a “Suspension Notice”), the Company shall have the rightmay (x) postpone effecting a registration or (y) suspend an existing registration, in either case on one or more occasions but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a period of up to sixty (60) exceeding 120 calendar days (unless a longer “Suspension Period”) in the aggregate during any period is consented to by the Holder) of 365 consecutive calendar days, if (i) upon issuance by an investment banking firm of recognized national standing shall advise the Commission Company and such Purchasers in writing that effecting the registration would materially and adversely affect an offering of a stop order suspending the effectiveness securities of such Registration Statement with respect to Registrable Securities Company the preparation of which had then been commenced or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes is in good faith that any possession of material non-public information the disclosure of which during the period specified in such registration or offering would require notice the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company reasonably believes in good faith that such disclosures at that time would not be in the best interests of the Company. (b) In the event the Company has determined that a Suspension Period is in effect, upon receipt by the Company of any request to effect a registration during such Suspension Period, the Company shall promptly deliver to each Purchaser a Suspension Notice. (c) In the event the Company has delivered a Suspension Notice in relation to an existing registration, each Purchaser shall suspend use of the Registration Statement and related prospectus and will not recommence until (i) such Purchaser’s best interests; provided that this exception receipt from the Company of copies of the supplemented or amended prospectus, or (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if Purchaser is advised in writing by the Company elects at such time to offer Company Common Stock or other equity securities of that the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month periodprospectus may be used. The Company will use its commercially reasonable efforts to ensure that the use of the Registration Statement and prospectus may be resumed as soon as practicable and, in the case of a pending development or event referred to in Section ý1.10(a)(ii) above, as soon, in the reasonable judgment of the Company, as disclosure of the material information relating to such pending development is in the best interest of the Company. Upon receipt, each Purchaser shall (i) give prompt written notice keep the fact of any Suspension Notice strictly confidential, and during any Suspension Period promptly halt any offer, sale, purchase, trading or transfer by it or by its sales or placement agents of any Registrable Securities pursuant to the Holder Registration Statement or otherwise for the duration of its declaration of a the Suspension Period set forth in the Suspension Notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering any Registrable Securities for the duration of the expiration or termination of the relevant Suspension Period and (ii) promptly resume and, if so directed by the process Company, shall deliver to the Company any copies then in its possession of filing any such prospectus or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawprospectus supplement.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 5 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 12-month period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Mandatory Registration Statement would have a material adverse effect on the Company’s offering, or (ii) pending discussions relating to a transaction or the occurrence of an event (1) that would require additional disclosure of material information by the Company in the Mandatory Registration Statement and that has not been so disclosed, and (2) as to which the Company has a bona fide business purpose for preserving confidentiality. Upon the earlier to occur of (A) the Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Company shall have use its commercially reasonable efforts to promptly amend or supplement the rightMandatory Registration Statement on a post-effective basis, but not the obligation, to defer the filing of (but not the preparation of)if necessary, or suspend to take such action as is necessary to make resumed use of the use by the Holder of, any Mandatory Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement compatible with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue , as applicable, so as to apply only during permit the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time Holders to offer Company Common Stock or other equity securities resume sales of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month periodRegistrable Shares as soon as possible. The Company shall have the right to suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (ib) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give prompt written notice (a “Suspension Notice”) to the Holder Holders to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its declaration effect is continuing and the Company is taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Period Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the expiration or termination Company) all copies other than permanent file copies then in such Holder’s possession of the relevant Prospectus covering the Registrable Shares at the time of receipt of the Suspension Period Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iic) promptly resume Notwithstanding any provision herein to the process of filing or requesting for effectivenesscontrary, or update if the suspended Company shall give a Suspension Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement, as the case may be, as may Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to permit resume sales; provided such period of time shall not be extended beyond the Holder to offer and sell its date that Shares or Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding any other provision of this Section 26, the Company Corporation shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Registration Statement for a period of up to sixty ninety (6090) days (unless a longer period is consented to by the Holder) Holders of a Majority of Included Registrable Securities) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d8(d) or 8(e) of the Securities Act; , (ii) (x) if the Company believes Board determines, in its good faith judgment, that any such registration or offering should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Corporation or (y) if the Corporation believes in good faith that it would require the Company Corporation (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic non-public information that would not otherwise be required to be disclosed at that time and the Company Corporation believes in good faith that such disclosures at that time would not be in the CompanyCorporation’s best interests; provided provided, that this the exception set forth in the preceding clause (iiii)(y) shall continue to apply only during the time that such material nonpublic non-public information has not been disclosed and remains material; material or (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company Corporation is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement Registration Statement; provided, that the Holders shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 6(b) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 6(a) and the Corporation will pay all Registration Expenses in connection with such registration; provided, further, that in no event shall (A) the Company Corporation declare a Suspension Period more than three two (2) times in any twelve (1212)-month period or (B) month periodthe aggregate length of Suspension Periods declared in any twelve (12)-month period exceed ninety (90) days in total. The Company Corporation shall (i) give prompt written notice to the Holder Holders of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder Holders to offer and sell its their respective Registrable Securities in accordance with applicable law. If the filing of any Demand Registration is suspended pursuant to this Section 6(d), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration.

Suspension Period. Notwithstanding At any other provision of this Section 2time after the Shelf Registration Statement is declared effective, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or may suspend the use by of the Holder of, any Registration Statement Prospectus for a period of up to sixty the Blackout Period (60as defined below) days (unless a longer period is consented to by the Holder) (i) upon issuance by if the Commission Board of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) Directors of the Securities Act; Company determines in good faith that such use at such time would not be advisable in light of pending or anticipated corporate developments, or (ii) if the Company believes is in possession of material, non-public information which the Board of Directors of the Company determines in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would it is not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities interests of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to disclose in a registration statement (any or the Prospectus at such period, a “Suspension Period”)time; provided, however, that in no event shall the Company may only suspend the use of the Prospectus pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a Shelf Registration Statement only for forty-five (45) days in any ninety-day (90) period (the "Blackout Period"); provided that the Company may not declare a Suspension Period more than three times (3) Blackout Periods in any twelve ninety-day (1290) month period and that Blackout Periods shall not exceed an aggregate of ninety (90) days in any three-hundred-sixty-day (360) period. The Company shall promptly notify the Holders in writing (ia "Blackout Notice") give prompt written notice of any decision to the Holder discontinue sales of its declaration of Registrable Securities covered by a Suspension Period Shelf Registration Statement pursuant to this Section 2.7 and shall include a general statement (which statement shall not include any material, non-public information) of the expiration or termination reason for such postponement, an approximation of the relevant Suspension Period anticipated delay and an undertaking by the Company promptly (iibut in any event within two (2) promptly resume Business Days) to notify the process of filing or requesting for effectiveness, or update the suspended Holders as soon as a Shelf Registration Statement, as the case may be, as Statement may be necessary to permit the Holder to offer and sell its filed or declared effective or sales of Registrable Securities covered by a Shelf Registration Statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 in accordance with applicable lawthe strictest confidence and shall not disseminate such information.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, right but not the obligation, obligation to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Demand Registration Statement for a period of up or Shelf Registration (whether prior to sixty (60) days (unless a longer period is consented to or after receipt by the Holder) (i) upon issuance by the Commission Company of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities Shelf Takedown Request or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iiDemand Request) if the Company Company’s Board of Directors reasonably believes (with the advice of competent counsel expert in good faith such matters) that any such registration or offering would require the Company (after consultation with external legal counsel)Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company Company’s Board of Directors reasonably believes in good faith that such disclosures at that time would not be in the Company’s best interestsinterests (a “Suspension Period”); provided provided, however, that this exception (ii) the Suspension Period shall continue to apply only during the time that in which (i) such material nonpublic information has not been disclosed and remains material; material and (iiiii) if the Company’s Board of Directors reasonably believes (with the advice of its external advisors and legal counsel) that any such registration or offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Company elects at such time or any of its subsidiaries to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, engage in any material acquisition of assets or similar stock (other than in the ordinary course of business) or any material merger, amalgamation, consolidation, tender offer, recapitalization, reorganization or other transaction or (y) meet rating agency and other capital funding requirements; or (iv) if involving the Company is pursuing a primary underwritten offering or any of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”)its subsidiaries; provided, further, that in no event shall the Company declare a Suspension Period shall not be entitled to more than three times in two (2) Suspension Periods during any consecutive twelve (12) month period, no such Suspension Period shall exceed sixty (60) consecutive days and the aggregate of the Suspension Periods during any consecutive twelve (12) month period shall not exceed ninety (90) days; provided, further, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall (i) give prompt written notice to the Holder Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iii) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement subject to the Suspension Notice following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Period. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the period for which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) promptly provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the process of filing or requesting for effectiveness, or update the suspended date that there are no longer Registrable Securities covered by such Registration Statement. If the Company shall give any Suspension Notice pursuant to this paragraph, as the case may beCompany shall not, as may be necessary during the period after giving any Suspension Notice but prior to permit giving an End of Suspension Notice, register any New Common Shares for either its own account or for the Holder to offer and sell its Registrable Securities in accordance with applicable lawaccount of any other Holder.

Suspension Period. Notwithstanding (f) HERC shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes HERC possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times HERC continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by HERC, at such time to offer Company Common Stock as HERC no longer possesses material non-public information regarding HERC, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock HERC exercises its rights in each case pursuant to a registration statement (any such period, this Section 5.02(a) shall constitute a “Suspension Period.”); provided (g) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from HERC of a Suspension Period more than three times (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of a notice from HERC to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, HERC shall deliver a written notice to the Icahn Representative that the Suspension Period remains in effect (12) month perioda “Bring-Down Suspension Notice”). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period HERC and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, HERC (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by HERC, such Holder shall deliver to HERC (at HERC’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. HERC covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all HERC employees, officers and directors who are subject to HERC’s Xxxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of HERC beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, HERC shall, promptly after such time as it no longer possesses material non-public information that it has determined in good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to the Shelf Registration Statement. (h) During any time that any member of the Icahn Group possesses material, non-public information with respect to HERC, no Holder may effect any sales under any Registration Statement of HERC. (i) Notwithstanding anything in this Agreement to the contrary, HERC shall not be necessary required to permit the seek to register any Registrable Securities for any Holder to offer and sell the extent that HERC has at such time not timely filed all of its Registrable Securities in accordance with applicable lawperiodic reports under the Exchange Act.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to FBR and the affected Holders, may direct such Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 45 days in any 90-day period or more than 60 days in any 12-month period), if any of the following events shall occur: pending discussions relating to, or the consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material non-public information by the Company in the Mandatory Registration Statement (or such filings) not otherwise required to be disclosed under applicable law and which has not been so disclosed, (y) as to which the Company has a bona fide business purpose for preserving confidentiality, or (z) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to promptly amend or supplement such Mandatory Registration Statement on a post-effective basis, as applicable. Upon the earlier to occur of (i) the Company delivering to the affected Holders and FBR an End of Suspension Notice, as hereinafter defined, or (ii) the end of the maximum permissible suspension period, the Company shall have the rightuse its commercially reasonable efforts to promptly amend or supplement such Mandatory Registration Statement on a post-effective basis, but not the obligation, to defer the filing of (but not the preparation of)if necessary, or to take such action as is necessary to make resumed use of such Mandatory Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the affected Holders to resume sales of the Registrable Shares as soon as possible. The Company may suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (b) In the case of an event that causes the Company to suspend the use by the Holder of, any of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the affected Holders to suspend sales of the Registrable Shares included on such Registration Statement, and such notice shall state that such suspension shall continue only for a period so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement with respect (or such filings) at any time after it has received a Suspension Notice from the Company and prior to Registrable Securities or the initiation receipt of proceedings an End of Suspension Notice (as defined below) with respect to such Registration Statement under Section 9(d) or 8(e) of Statement. If so directed by the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require Company, each affected Holder will deliver to the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure at the expense of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company) all copies other than permanent file copies then in such Holder’s best interests; provided that this exception (ii) shall continue to apply only during possession of the Prospectus covering the Registrable Shares at the time that of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to such material nonpublic information has not been disclosed and remains material; Registration Statement (iiior such filings) if following further notice to such effect (an “End of Suspension Notice”) from the Company elects at such time to offer Company Common Stock or other equity securities Company, which End of Suspension Notice shall be given by the Company to the affected Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (xc) fund a mergerNotwithstanding any provision herein to the contrary, third-party tender offer subject to any Suspension Events or other business combinationas contemplated by Section 4(f)(iv), acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock each Registration Statement shall be maintained effective pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall this Agreement until the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period Shares and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25 and a good faith determination by a majority of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 45 days in any 90-day period or more than 60 days in any 12-month period), if any of the following events shall occur: pending discussions relating to, or the consummation of, a transaction or the occurrence of an event (x) that would require additional disclosure of material information by the Company in the Mandatory Registration Statement (or such filings) and which has not been so disclosed, (y) as to which the Company has a bona fide business purpose for preserving confidentiality, or (z) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, as applicable. Upon the earlier to occur of (i) the Company delivering to the Holders and FBR an End of Suspension Notice, as hereinafter defined, or (ii) the end of the maximum permissible suspension period, the Company shall use its commercially reasonable efforts to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Registration Statement compatible with the Company's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. The Company shall have the right, but not right to suspend the obligation, effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (b) In the case of an event that causes the Company to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for a period so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such the Registration Statement with respect to as promptly as possible. The Holders shall not effect any sales of the Registrable Securities or the initiation of proceedings with respect Shares pursuant to such Registration Statement under Section 9(d(or such filings) or 8(e) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Securities Act; Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (iior such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund give a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Suspension Notice pursuant to a registration statement (this Section 5 with respect to any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Mandatory Registration Statement, as the case may be, as may Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to permit resume sales; provided such period of time shall not be extended beyond the Holder to offer and sell its date that Shares or Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding (i) The Company may suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (as defined below) and therefore suspend sales of Registrable Securities available for sale pursuant to such Shelf Registration Statement (such period, the “Suspension Period”) by providing written notice to each Holder if the Company’s board of directors determines in its reasonable good faith judgment that such suspension is in the best interests of the Company in connection with any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other provision than in the ordinary course of this Section 2business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company. The Company may not utilize more than one Suspension Period in any 12-month period, except with the consent of the Holder. (ii) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (f)(i) above (a “Suspension Event”), the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for give a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice (but shall not contain any material non-public information concerning the Company) and that such suspension shall continue only for so long as the Suspension Event is continuing. A Holder shall not effect any sales of its declaration of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Period Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees that such Holder shall treat as confidential the receipt of the expiration or termination Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior written consent of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, Company until such time as the case may beinformation contained therein is or becomes available to the public generally, other than as may be necessary to permit a result of disclosure by the Holder to offer and sell its in breach of the terms of this Agreement. The Holder may recommence effecting sales of the Registrable Securities in accordance with applicable lawpursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Holders’ counsel, if any, promptly following the conclusion of any Suspension Event; provided that the Company shall deliver the End of Suspension Notice within the Suspension Period.

Suspension Period. Notwithstanding any other provision of this Section 25C, the Company shall have the right, right but not the obligation, obligation to defer the filing of (but not the preparation of), or suspend the use by the Holder holders of Warrant Securities of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) registration statement if the Company believes Board determines in good faith that any such registration or offering would require the Company (faith, after consultation with its external financial or investment advisors and legal counsel), under applicable securities laws and other laws, that the offer or sale of Warrant Securities would reasonably be expected to make disclosure of have a material nonpublic information that would not otherwise be required to be disclosed at that time and adverse effect on any proposal or plan by the Company believes or any of its Subsidiaries to engage in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such any material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction or (y) meet rating agency and other capital funding requirements; or (iv) if involving the Company is pursuing a primary underwritten offering or any of its Subsidiaries; provided, that (a) the Company Common Stock pursuant to shall not defer the filing, or suspend the use by holders of the Warrant Securities, of a registration statement under this Section 5C(x) unless the Company also defers the filing, or suspends the use by holders of securities other than Warrant Securities of any registration statement(s) covering such other securities; (b) the Company shall use its best efforts to cause the Suspension Period (as defined below) to apply to not more than 10% of the Warrant Securities; and (c) the period of any delay or suspension under this Section 5C(x) shall not exceed a period of 60 days and any such delays or extensions shall not in aggregate exceed one hundred and 120 days in any 12-month period (any such period, a “Suspension Period”, and any event triggering any such delay or suspension, a “Suspension Event”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder holders of Warrant Securities registered under or pursuant to any “shelf registration” statement with respect to its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period (a “Suspension Notice”). The Company shall not include any material non- public information in the Suspension Notice. A holder of Warrant Securities shall not effect any sales of the Warrant Securities pursuant to a registration statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders of Warrant Securities may recommence effecting sales of the Warrant Securities pursuant to a registration statement following further written notice from the Company to such effect (iian “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the holders of Warrant Securities included on any suspended registration statement and counsel to the holders of Warrant Securities, if any, promptly resume following the process conclusion of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawany Suspension Event.

Suspension Period. (a) Notwithstanding any other provision anything to the contrary contained herein, subject to the provisions of this Section 24, on or after the Company shall have the right, but not the obligation, to defer date that is forty-five (45) calendar days after the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement initial prospectus supplement with respect to the Registrable Securities, Purchaser shall be required to suspend sales of the Registrable Securities or pursuant to any effective Registration Statement/Prospectus for the initiation of proceedings with respect to such Registration Statement under period set forth in Section 9(d) or 8(e) of the Securities Act; (ii4(b) if the Company believes determines in good faith that any such registration of the following circumstances exist and has provided a Suspension Notice to the Purchaser pursuant to Section 4(c): pending discussions relating to a transaction or offering the occurrence of an event (1) that would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make additional disclosure of material nonpublic information by the Company in a Registration Statement/Prospectus and that would has not otherwise been so disclosed, and (2) as to which the Company has a bona fide business purpose for preserving confidentiality. (b) Pursuant to Section 4(a), the Purchaser shall be required to be disclosed at that time and suspend sales of Registrable Securities pursuant to the applicable Registration Statement/Prospectus for such times as the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed reasonably may determine is necessary and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a mergeradvisable, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that but in no event shall the Company declare a Suspension Period for more than 60 calendar days in any 12-month period or more than three times in any twelve the Effectiveness Period. (12c) month periodIn the case of an event that causes the Company to suspend the use of a Registration Statement/Prospectus pursuant to Section 4(a) (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Purchaser to suspend sales of the Registrable Securities, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement/Prospectus as promptly as possible. The Purchaser shall not effect any sales of the Registrable Securities pursuant to such Registration Statement/Prospectus at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Purchaser may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Purchaser in the manner described above promptly following the conclusion of any Suspension Event and its effect. (d) Notwithstanding any provision herein to the contrary, if the Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and Notice pursuant to this Section 4 with respect to any Registration Statement/Prospectus, the Company agrees that it shall extend the period of time during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the expiration or termination giving of the relevant Suspension Period Notice to and (ii) promptly resume including the process date when the Purchaser shall have received the End of filing Suspension Notice and copies of the supplemented or requesting for effectiveness, or update the suspended amended Registration Statement, as the case may be, as may be /Prospectus necessary to permit resume sales; provided such period of time shall not be extended beyond the Holder to offer and sell its date that any Registrable Securities in accordance with applicable lawcovered by the Initial Registration Statement are not Registrable Securities.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, if the filing, initial effectiveness or continued use of the Registration Statement for resales of Registrable Securities pursuant to Section 2.01 or Section 2.02 at any time would (A) in the good faith judgment of the chief executive officer or chief financial officer of the Company, after consultation with counsel for the Company, (i) require the disclosure of material non-public information by the Company, the premature disclosure of which at such time would be materially detrimental to the Company, or (ii) require the disclosure in such Registration Statement of a contemplated bona fide material financing, acquisition, corporate reorganization or other provision similar material transaction or other material event or circumstance affecting the Company, the premature disclosure of this Section 2which at such time would be materially detrimental to the Company or the holders of Equity Interests; or (B) require the inclusion, at that time, in such Registration Statement of financial statements of a business to be acquired, or pro forma financial statements reflecting the acquisition of such business, where the business combination has occurred, or is probable, and such financial statements are not then available to the Company for reasons beyond the Company’s control, the Company shall have be entitled, from time to time, by providing prior written notice to the right, but not the obligationStockholders, to defer require the Stockholders to postpone the filing of (but not the preparation of), or suspend the use by of the Holder of, any Registration Statement for a reasonable period of up time not to exceed sixty (60) days in succession (unless or a longer period is consented to by of time with the Holder) (i) upon issuance by the Commission prior written consent of a stop order suspending majority of the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(dStockholders, which consent shall not be unreasonably withheld) or 8(ethree (3) of the Securities Act; times in any one-year period (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, provided that in no event shall the Company declare shall not register any securities for sale for its own account or that of any other shareholder of the Company during any Suspension Period. In the event of any such suspension pursuant to this Section 2.06(a), the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period more than three times in shall simply specify such commencement and shall not contain any twelve (12) month periodfacts or circumstances relating to such commencement or any material non-public information. The Company shall (i) give prompt written respond promptly to reasonable inquiry by a Stockholder as to such facts and circumstances. Upon notice by the Company to the Holder Stockholders of its declaration any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Equity Interests pursuant to a Prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. (b) After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawincluded therein, if necessary so that the Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. Notwithstanding (a) Lionsgate shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes Lionsgate possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times Lionsgate continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by Lionsgate, at such time to offer Company Common Stock as Lionsgate no longer possesses material non-public information regarding Lionsgate, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Lionsgate exercises its rights in each case pursuant to a registration statement (any such period, this Section 5.2(a) shall constitute a “Suspension Period.”); provided (b) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from Lionsgate of a Suspension Period more than three times (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of a notice from Lionsgate to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, Lionsgate shall deliver a written notice to the Discovery Representative that the Suspension Period remains in effect (12) month perioda “Bring-Down Suspension Notice”). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period Lionsgate and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, Lionsgate (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as may be necessary to permit continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by Lionsgate, such Holder shall deliver to offer and sell its Lionsgate (at Lionsgate’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. Lionsgate covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all Lionsgate employees, officers and directors who are subject to Lionsgate’s Xxxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Lionsgate beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, Lionsgate shall, promptly after such time as it no longer possesses material non-public information that it has determined in accordance good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with applicable lawrespect to the Shelf Registration Statement. (c) During any time that the Discovery Group possesses material, non-public information with respect to Lionsgate, no Holder may effect any sales under any Registration Statement of Lionsgate; provided, however, that the Discovery Group shall not be in breach of this Section 5.2(c) if Lionsgate (X) was aware of the material non-public information in the Discovery Group’s possession at the time of the Holder’s sale (including, for the avoidance of doubt, non-public information in the Discovery Group’s possession at the time of the Holder’s sale that is reasonably required in order to determine the materiality of such non-public information) and (Y) did not issue a Suspension Notice with respect thereto prior to such sale.

Suspension Period. Notwithstanding (a) Xerox shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes Xerox possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times Xerox continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by Xerox, at such time to offer Company Common Stock as Xerox no longer possesses material non-public information regarding Xerox, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Xerox exercises its rights in each case pursuant to a registration statement (any such period, this Section 5.02(a) shall constitute a “Suspension Period.”); provided (b) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from Xerox of a Suspension Period more than three times (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of a notice from Xerox to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, Xerox shall deliver a written notice to the Icahn Representative and the Xxxxxx Representative that the Suspension Period remains in effect (12) month perioda “Bring-Down Suspension Notice”). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period Xerox and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, Xerox (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as may be necessary to permit continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by Xerox, such Holder shall deliver to offer and sell its Xerox (at Xerox’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. Xerox covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all Xerox employees, officers and directors who are subject to Xerox’s Xxxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Xerox beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, Xerox shall, promptly after such time as it no longer possesses material non-public information that it has determined in accordance good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with applicable lawrespect to the Shelf Registration Statement. (c) During any time that any member of the Icahn Group possesses material, non-public information with respect to Xerox, no Holder who is a member of the Icahn Group may effect any sales under any Registration Statement of Xerox. During any time that any member of the Xxxxxx Group possesses material, non-public information with respect to Xerox, no Holder who is a member of the Xxxxxx Group may effect any sales under any Registration Statement of Xerox.

Suspension Period. Notwithstanding (a) HERC shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes HERC possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times HERC continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by HERC, at such time to offer Company Common Stock as HERC no longer possesses material non-public information regarding HERC, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock HERC exercises its rights in each case pursuant to this Section 5.02(a) shall constitute a registration statement (any such period, a “"Suspension Period”); provided." (b) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from HERC of a Suspension Period more than three times (a "Suspension Notice"), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder's receipt of a notice from HERC to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, HERC shall deliver a written notice to the Icahn Representative that the Suspension Period remains in effect (12) month perioda "Bring-Down Suspension Notice"). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period HERC and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, HERC (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by HERC, such Holder shall deliver to HERC (at HERC's expense) all copies, other than permanent file copies, then in such Holder's possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. HERC covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all HERC employees, officers and directors who are subject to HERC's Xxxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of HERC beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, HERC shall, promptly after such time as it no longer possesses material non-public information that it has determined in good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders' rights under this Agreement that may have been affected by such notice, including the Holders' Demand Registration rights and rights with respect to the Shelf Registration Statement. (c) During any time that any member of the Icahn Group possesses material, non-public information with respect to HERC, no Holder may effect any sales under any Registration Statement of HERC. (d) Notwithstanding anything in this Agreement to the contrary, HERC shall not be necessary required to permit the seek to register any Registrable Securities for any Holder to offer and sell the extent that HERC has at such time not timely filed all of its Registrable Securities in accordance with applicable lawperiodic reports under the Exchange Act.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 5 and a good faith determination by a majority of the non-management Board of Directors of the Company that it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 12-month period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Mandatory Registration Statement would have a material adverse effect on the Company’s offering, or (ii) pending discussions relating to a transaction or the occurrence of an event (1) that would require additional disclosure of material information by the Company in the Mandatory Registration Statement and that has not been so disclosed, and (2) as to which the Company has a bona fide business purpose for preserving confidentiality. Upon the earlier to occur of (A) the Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Company shall have use its commercially reasonable efforts to promptly amend or supplement the rightMandatory Registration Statement on a post-effective basis, but not the obligation, to defer the filing of (but not the preparation of)if necessary, or suspend to take such action as is necessary to make resumed use of the use by the Holder of, any Mandatory Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement compatible with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue , as applicable, so as to apply only during permit the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time Holders to offer Company Common Stock or other equity securities resume sales of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month periodRegistrable Shares as soon as possible. The Company shall have the right to suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (ib) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give prompt written notice (a “Suspension Notice”) to the Holder Holders to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its declaration effect is continuing and the Company is taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Period Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The Holders may recommence effecting sales of the expiration Registrable Shares pursuant to the Registration Statement (or termination such filings) following further notice to such effect (an “End of Suspension Notice”) from the relevant Company, which End of Suspension Period Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iic) promptly resume Notwithstanding any provision herein to the process of filing or requesting for effectivenesscontrary, or update if the suspended Company shall give a Suspension Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement, as the case may be, as may Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to permit resume sales; provided such period of time shall not be extended beyond the Holder to offer and sell its date that Shares or Additional Shares are not Registrable Securities in accordance with applicable lawShares.

Suspension Period. Notwithstanding any other provision of this Section 2, (a) The Company and the Company Guarantors shall be deemed not to have used their reasonable best efforts to keep the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Shelf Registration Statement for a effective during the requisite period if it voluntarily takes any action that would result in Holders of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would covered thereby not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder being able to offer and sell its such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or applicable interpretation by the Commission's staff, and provided, further, that the foregoing shall not apply to actions if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that the filing of such Shelf Registration Statement or the maintenance of effectiveness of such Shelf Registration Statement or prospectus included therein would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and the Company promptly gives the Participating Holders written notice of such determination, containing a general statement of the reasons for such postponement or suspension and an approximation of the anticipated delay; provided, however, that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities for such reasons shall last no longer than 120 days in the aggregate in any 12-month period. Any such period during which the Company and the Guarantors fail to keep the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities is referred to as a "Suspension Period". (b) A Suspension Period shall commence on and include the date the Company and the Guarantors give notice that the Shelf Registration Statement is no longer effective or the included prospectus is no longer usable for offers and sales of Registrable Securities and shall end on the date when each Participating Holder either receives copies of the supplemented or amended prospectus or other document contemplated by Section 4.1(c) or is advised in writing by the Company and the Guarantors that use of the prospectus may be resumed. If more than two Suspension Periods occur which exceed 120 days in the aggregate during any period of 365 consecutive days, then the Company and the Guarantors will be obligated to pay Special Interest (as defined in Section 3.1), in accordance with applicable lawthe provisions of Section 3, to each Participating Holder during each such Suspension Period on the principal amount of Registrable Securities held by such Holder as of the most recent interest payment date.

Suspension Period. Notwithstanding (a) The Company may suspend the use of a prospectus that is part of a Registration Statement for up to 30 days (or such shorter period as the Company determines in good faith is necessary under the circumstances, with extensions beyond such shorter period up to the 30 day maximum as may be required after consultation with counsel) from the date of the Suspension Notice (as defined below) and therefore suspend sales of Registrable Securities and Other Registrable Securities available for sale pursuant to such Registration Statement (such period, the “Suspension Period”) by providing written notice to each Selling Investor and Other Registering Holder if the Company’s board of directors determines in its reasonable good faith judgment that such suspension is in the best interests of the Company in connection with any proposal or plan by the Company to engage in any material acquisition of assets or stock (other provision than in the ordinary course of this business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company. The Company may not utilize more than one Suspension Period in any 12-month period, except with the consent of holders of a majority in interest of the Selling Investors and Other Registering Holders. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in Section 23(a) above (a “Suspension Event”), the Company shall have give a written notice to the right, but not Selling Investors and Other Registering Holders (a “Suspension Notice”) to suspend sales of the obligation, to defer Registrable Securities and Other Registrable Securities and such notice shall state generally the filing of basis for the notice (but shall not contain any material non-public information concerning the preparation of), or suspend Company) and that such suspension shall continue only for so long as the use by Suspension Event is continuing. An Investor shall not effect any sales of the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect pursuant to such Registration Statement under Section 9(d(or such filings) or 8(e) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Investor agrees that such Investor shall treat as confidential the receipt of the Securities Act; (ii) if Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior written consent of the Company believes until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Investor in good faith that any breach of the terms of this Agreement. The Investors may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such registration or offering would require filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company (after consultation with external legal to the Investors and to the Investors’ counsel), under applicable securities laws and other lawsif any, to make disclosure promptly following the conclusion of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interestsany Suspension Event; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities shall deliver the End of Suspension Notice within the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, right but not the obligation, obligation to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Registration Statement for a period of up to sixty (60) 45 days (unless i) if an event occurs as a longer period is consented result of which the Registration Statement and any related Prospectus as then supplemented would include any untrue statement of a material fact or omit to by state any material fact necessary to make the Holder) statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement any related Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder; (iii) upon issuance by the Commission of a stop order suspending the effectiveness of such any Registration Statement with respect to Registrable Securities or the initiation of proceedings Proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iiiii) if the Company believes in good faith that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan or (y) would require the Company (after consultation with external legal counsel)Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (iiy) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iiiiv) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (ivv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement statement; provided that the Holders shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 2(b); or (vi) if any other material development would materially and adversely interfere with the filing or use of any such Registration Statement (any such period, a “Suspension Period”); provided, however, that in such event, the Initiating Holder or the Shelf Public Offering Requesting Holder, as applicable, will be entitled to withdraw any request for a Demand Registration or any Underwritten Shelf Takedown and, if such request is withdrawn, such Demand Registration or any Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown, and the Company will pay all Registration Expenses in connection with such registration; and provided further, that in no event shall the Company declare a Suspension Period more than three times once in any twelve (12) -month period or for more than an aggregate of 45 days in any 12-month period. The Company shall (i) give prompt written notice to the Holder Holders of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period. If the filing of any Demand Registration is suspended pursuant to this Section 2(e), once the Suspension Period ends, the Initiating Holder may request a new Demand Registration and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration StatementShelf Public Offering Requesting Holders may request a new Underwritten Shelf Takedown, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding (a) Lionsgate shall not be required to use reasonable efforts to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other provision than as required by the periodic report and proxy statement disclosure requirements of this Section 2the Securities Exchange Act of 1934, the Company shall have the rightincluding Sections 13 or 15(d) thereof and Forms 10-K, but not the obligation10-Q, to defer the filing of (but not the preparation of8-K or 14A thereunder), or suspend the use by the Holder ofpermit Holders to sell or transfer securities thereunder, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes Lionsgate possesses material non-public information and determines in good faith that any it need not otherwise make such registration disclosure or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, filing; provided that at all times Lionsgate continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material nonpublic information that would not otherwise be required non-public information. In furtherance of and pursuant to be disclosed at that time the last proviso of the preceding sentence and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects following public disclosure by Lionsgate, at such time to offer Company Common Stock as Lionsgate no longer possesses material non-public information regarding Lionsgate, the Suspension Period (as defined below) shall immediately terminate. Any period during which the Holders are prohibited from effecting sales or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock Lionsgate exercises its rights in each case pursuant to a registration statement (any such period, this Section 6.2(a) shall constitute a “Suspension Period.”); provided (b) Each Holder agrees that, that in no event shall the Company declare upon receipt of a written notice from Lionsgate of a Suspension Period more than three times (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of a notice from Lionsgate to the effect that such Suspension Period has terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in any twelve effect, Lionsgate shall deliver a written notice to the AT&T Representative that the Suspension Period remains in effect (12) month perioda “Bring-Down Suspension Notice”). The Company Any Suspension Notice or Bring-Down Suspension Notice shall (i) give prompt written notice to be signed by the Holder Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period Lionsgate and (ii) promptly resume provide that, as of the process date of filing such Suspension Notice or requesting for effectiveness, or update the suspended Registration StatementBring-Down Suspension Notice, as the case may be, Lionsgate (a) possesses material non-public information, (b) has determined in good faith that it need not publicly disclose such material non-public information and (c) has continued in good faith to make public disclosures so as may be necessary to permit continue and comply with its past practice with respect to the non-disclosure of material non-public information. If so directed by Lionsgate, such Holder shall deliver to offer and sell its Lionsgate (at Lionsgate’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. Lionsgate covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all Lionsgate employees, officers and directors who are subject to Lionsgate’s Ixxxxxx Xxxxxxx Compliance Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Lionsgate beneficially owned by them, are so prohibited for the duration of such Suspension Period. In the event of a Suspension Notice, Lionsgate shall, promptly after such time as it no longer possesses material non-public information that it has determined in accordance good faith need not otherwise be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with applicable lawrespect to the Shelf Registration Statement. (c) During any time that the AT&T Group possesses material, non-public information with respect to Lionsgate, no Holder may effect any sales under any Registration Statement of Lionsgate; provided, however, that the AT&T Group shall not be in breach of this Section 6.2(c) if Lionsgate (x) was aware of the material non-public information in the AT&T Group’s possession at the time of the Holder’s sale (including, for the avoidance of doubt, non-public information in the AT&T Group’s possession at the time of the Holder’s sale that is reasonably required in order to determine the materiality of such non-public information) and (y) did not issue a Suspension Notice with respect thereto prior to such sale.

Suspension Period. Notwithstanding any other provision of this Section 2The Companies may, the Company shall have the rightby notice in writing to each Holder, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by Demand Registration rights of the Holder of, and/or require the Holders to suspend use of any resale Prospectus included in a Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes determined in good faith that any such registration or offering would require by the Company Companies if there shall occur and be continuing a Material Disclosure Event (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “"Suspension Period”"). Notwithstanding the foregoing, no Suspension Period shall exceed 30 days in any one instance or be invoked by the Company more than twice in any 12-month period; provided, however, that in no event shall the Company declare a each day during any Suspension Period more than three times shall only be counted once in determining the aggregate number of days in such Suspension Period notwithstanding the occurrence of multiple concurrent deferrals. Each Holder agrees that, upon receipt of notice from any twelve Company of the occurrence of a Material Disclosure Event (12) month period. The Company shall a "Suspension Notice"), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statements or any public sale or distribution pursuant to Rule 144 of the Securities Act until the earlier of (i) give prompt written notice to the Holder of its declaration of a Suspension Period and expiration of the expiration or termination of the relevant Suspension Period and (ii) such Holder's receipt of a notice from such Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the President, the Chief Financial Officer or General Counsel of the applicable Company confirming the existence of the Material Disclosure Event. If so directed by a Company, such Holder will deliver to such Company (at such Company's expense) all copies, other than permanent file copies, then in such Holder's possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, during the Suspension Period the Companies shall use reasonable efforts, and promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, after such time as the case related Material Disclosure Event no longer exists the Companies shall take any and all actions necessary or desirable, to give effect to any Holders' rights under this Agreement that may be, as may be necessary or have been, affected by such notice, including the Holders' Demand Registration rights and rights with respect to permit the Holder to offer and sell its Registrable Securities in accordance with applicable lawany Shelf Registration Statement.

Suspension Period. Notwithstanding The Company may, by notice in writing to the Stockholder, postpone the filing or effectiveness of any Shelf Registration Statement or any other provision of registration requested pursuant to this Section 2, the Company shall have the right, but not the obligation, to defer the filing of Agreement (but not the preparation ofincluding any post-effective amendments thereto), or otherwise suspend the Demand Registration rights of the Stockholder and/or require the Stockholder to suspend use by the Holder of, of any resale prospectus included in any Shelf Registration Statement for a any period of up to sixty (60) days (unless a longer period is consented to time determined by the Holder) Company if there shall occur a Material Disclosure Event (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”). Notwithstanding anything herein to the contrary, the Company shall not be entitled to more than four Suspension Periods, which Suspension Periods shall have durations of not more than 30 days each (but may at the Company’s determination run consecutively for not more than 90 days in the aggregate for a given Material Disclosure Event), during any consecutive 12 month period; provided, however, that in no event shall if the Company declare deems in good faith that it is necessary to file a Suspension Period more than three times post-effective amendment to a Shelf Registration Statement in any twelve (12) month period. The Company order to comply with Section 2 hereof, then such period of time from the date of filing of such post-effective amendment until the date on which such Shelf Registration Statement is declared effective by the SEC or otherwise becomes effective shall (i) give prompt written notice to the Holder of its declaration of not be treated as a Suspension Period and the Company shall use its reasonable best efforts to cause such post-effective amendment to be declared effective or otherwise become effective as promptly as possible. The Stockholder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a “Suspension Notice”), the Stockholder will forthwith discontinue any disposition of Registrable Securities pursuant to any Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) the Stockholder’s receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, the Stockholder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Stockholder’s possession, of the most recent prospectus(es) covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it will not deliver a Suspension Notice with respect to a Suspension Period unless the Company’s employees, officers and directors are also prohibited by the Company for the duration of such Suspension Period from effecting any public sales of shares of the Company’s common stock beneficially owned by them. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, provide notice to the Stockholder that the Suspension Period has ended, and take any and all actions necessary or requesting for effectivenessdesirable to give effect to the Stockholder’s rights under this Agreement that may have been affected by such notice, or update including the suspended Stockholder’s Demand Registration rights and rights with respect to a Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of the Shelf Registration Statement, any New Shelf Registration Statement or any other provision registration requested pursuant to this Agreement (including any post-effective amendments to the Shelf Registration Statement or New Shelf Registration Statement, as applicable, requested pursuant to clause (x) of this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of4.1), or otherwise suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use of any resale prospectus included in the Shelf Registration Statement or, if applicable, any New Shelf Registration Statement, for any period of time determined by the Holder of, any Registration Statement for Company if there shall occur a period of up to sixty Material Disclosure Event (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”). Notwithstanding anything herein to the contrary, the Company shall not be entitled to more than four (4) Suspension Periods, which Suspension Periods shall have durations of not more than thirty (30) days each (but may at the Company’s determination run consecutively for not more than ninety (90) days in the aggregate for a given Material Disclosure Event), during any consecutive 12 month period, and which Suspension Periods shall not exceed more than ninety (90) days in the aggregate in any consecutive 12 month period; provided, however, that in no event shall if the Company declare deems in good faith that it is necessary to file a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice post-effective amendment to the Holder Shelf Registration Statement and, if applicable, the New Shelf Registration Statement, in order to comply with Section 4 hereof, then such period of its declaration time from the date of filing of such post-effective amendment until the date on which the Shelf Registration Statement or, if applicable, the New Shelf Registration Statement is declared effective by the Commission or otherwise becomes effective shall not be treated as a Suspension Period and the Company shall use its reasonable best efforts to cause such post-effective amendment to be declared effective or otherwise become effective as promptly as possible. Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement and, if applicable, the New Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration or termination of the relevant Suspension Period and (ii) such Holder’s receipt of a notice from the Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Company confirming the existence of the Material Disclosure Event. If so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent prospectus(es) covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it will not deliver a Suspension Notice with respect to a Suspension Period unless Company employees, officers and directors are also prohibited by the Company for the duration of such Suspension Period from effecting any public sales of shares of Common Stock beneficially owned by them. In the event of a Suspension Notice, the Company shall, promptly resume after such time as the process of filing related Material Disclosure Event no longer exists, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or requesting for effectivenessdesirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement or update the suspended New Shelf Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right, right but not the obligation, obligation to defer the filing of (but not the preparation of), or suspend the use by the Holder Holders of, any Demand Registration Statement for a period of up or Shelf Registration (whether prior to sixty (60) days (unless a longer period is consented to or after receipt by the Holder) (i) upon issuance by the Commission Company of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities Shelf Takedown Request or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iiDemand Request) if the Company Company’s Board of Directors reasonably believes (with the advice of competent counsel expert in good faith such matters) that any such registration or offering would require the Company (after consultation with external legal counsel)Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company Company’s Board of Directors reasonably believes in good faith that such disclosures at that time would not be in the Company’s best interestsinterests (a “Suspension Period”); provided provided, however, that this exception (ii) the Suspension Period shall continue to apply only during the time that in which (i) such material nonpublic information has not been disclosed and remains material; material and (iiiii) if the Company’s Board of Directors reasonably believes (with the advice of its external advisors and legal counsel) that any such registration or offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Company elects at such time or any of its subsidiaries to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, engage in any material acquisition of assets or similar stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction or (y) meet rating agency and other capital funding requirements; or (iv) if involving the Company is pursuing a primary underwritten offering or any of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”)its subsidiaries; provided, further, that in no event shall the Company declare a Suspension Period shall not be entitled to more than three times in two (2) Suspension Periods during any consecutive twelve (12) month period, no such Suspension Period shall exceed sixty (60) consecutive days and the aggregate of the Suspension Periods during any consecutive twelve (12) month period shall not exceed ninety (90) days; provided, further, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall (i) give prompt written notice to the Holder Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iii) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement subject to the Suspension Notice following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Period. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the period for which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) promptly provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the process of filing or requesting for effectiveness, or update the suspended date that there are no longer Registrable Securities covered by such Registration Statement. If the Company shall give any Suspension Notice pursuant to this paragraph, as the case may beCompany shall not, as may be necessary during the period after giving any Suspension Notice but prior to permit giving an End of Suspension Notice, register any New Common Shares for either its own account or for the Holder to offer and sell its Registrable Securities in accordance with applicable lawaccount of any other Holder.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 2, 6 and a good faith determination by a majority of the Company shall have Board of Directors of the right, but not Corporation that it is in the obligation, best interests of the Corporation to defer the filing of (but not the preparation of), or suspend the use by the Holder of, of any Shelf Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending following the effectiveness of such Shelf Registration Statement (and the filings with respect any international, federal or state securities commissions), the Corporation, by written notice to HWC, may direct HWC to suspend sales of the Registrable Securities Shares pursuant to such Shelf Registration Statement for such times as the Corporation reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 12-month period and in no event may the Corporation give such notice during the 14 days following the second business day following receipt by the Corporation of notice by HWC that HWC desires to promptly sell Registrable Shares), if the Corporation is engaged in confidential negotiations or other confidential business activities or upon the initiation occurrence of proceedings an event, in each case (x) that would require additional disclosure of material non-public information by the Corporation in such Shelf Registration Statement (or such filings) not otherwise required to be disclosed under applicable law and which has not been so disclosed, (y) as to which the Company has a bona fide business purpose for preserving confidentiality, or (z) that renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to promptly amend or supplement such Shelf Registration Statement on a post-effective basis, as applicable. Upon the earlier to occur of (i) the Corporation delivering to HWC an End of Suspension Notice, as hereinafter defined, and (ii) the end of the maximum permissible suspension period, the Corporation shall promptly amend or supplement such Shelf Registration Statement on a post-effective basis, if necessary, or take such action as is necessary to permit the resumed use of such Shelf Registration Statement by HWC in compliance with applicable law. The Corporation may suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time. (b) In the case of an event that causes the Corporation to suspend the use of a Registration Statement (a “Suspension Event”), the Corporation shall give written notice (a “Suspension Notice”) to HWC to suspend sales of the Registrable Shares included on such Registration Statement, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Corporation is using its best efforts and taking all reasonable steps to terminate suspension of the effectiveness of such Shelf Registration Statement as promptly as possible. HWC shall not effect any sales of the Registrable Shares pursuant to such Shelf Registration Statement at any time after it has received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice (as defined below) with respect to such Shelf Registration Statement. If so directed by the Corporation, HWC will deliver to the Corporation (at the expense of the Corporation) all copies other than permanent file copies then in HWC’s possession of the prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. HWC may recommence effecting sales of the Registrable Shares pursuant to such Shelf Registration Statement under Section 9(dfollowing further notice to such effect (an “End of Suspension Notice”) or 8(e) from the Corporation, which End of Suspension Notice shall be given by the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, Corporation to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be HWC in the Company’s best interests; provided that this exception (ii) shall continue to apply only during manner described above promptly following the time that such material nonpublic information has not been disclosed conclusion of any Suspension Event and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable laweffect.