Common use of Suspension Period Clause in Contracts

Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness 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 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 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 if the Company 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. 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 of the 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 after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement.

Suspension Period. The (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 mayto 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 in writing to each Holderthe Holders, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require may direct the Holders to suspend use sales of any resale prospectus included in the Registrable Securities pursuant to such Mandatory Shelf Registration Statement for any period of time determined by such times as the Company if there shall occur a Material Disclosure Event reasonably may determine is necessary and advisable (such period, a “Suspension Period”). Notwithstanding the foregoing, but in no Suspension Period shall exceed 90 event for more than 60 days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence 90-day period or more than twice 120 days in any 12-month period; provided), however, that if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company deems it necessary is advised by the underwriters that the concurrent resale of the Registrable Securities by the Holders pursuant to file 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 use its commercially reasonable efforts to promptly amend or supplement the Mandatory Shelf Registration Statement on a post-effective amendment basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Shelf Registration Statement in order to comply compatible 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. 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 of the 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 copiesbest interests, other than permanent file copiesas applicable, then in such Holder’s possession, so as to permit the Holders to resume sales 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 after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statementsoon as possible.

Suspension Period. The Company After receipt of a Demand Request, First Avenue may, by notice in writing to each Holder, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or or require the Holders to suspend the use of any resale prospectus included in the Shelf Registration Statement registration statement covering the Registrable Stock, for any period of time determined by the Company First Avenue if there shall occur a Material Disclosure Event (such period, a “Suspension Period”). Notwithstanding the foregoing, no Suspension Period shall exceed 90 days in any one instance and the Company First Avenue may not exercise its rights set forth in the immediately preceding sentence more than twice in any 12-month period; provided, however, that if the Company 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. Each Holder agrees that, upon receipt of notice from the Company First Avenue of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any disposition of Registrable Securities Stock pursuant to the Shelf Registration Statement registration statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the Suspension Period and (ii) such Holder’s receipt of a notice from the Company 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 the Company First Avenue confirming the existence of the Material Disclosure Event. If so directed by the CompanyFirst Avenue, such Holder will deliver to the Company First Avenue (at the CompanyFirst Avenue’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent prospectus covering such Registrable Securities Stock at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company First Avenue shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statementrights.

Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders Holder and/or require the Holders to suspend use of any resale prospectus included in the any 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 the foregoing, no Suspension Period shall exceed 90 45 days in any one instance and be invoked by the Company may not exercise its rights set forth in the immediately preceding sentence more than twice three times in any 12-month period; provided, however, that if the Company deems it necessary to file a post-effective amendment to the any 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 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 Statement, as so amended, is declared effective by the Commission shall not be treated as a Suspension 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 disposition of Registrable Securities pursuant to the any Shelf Registration Statement or any public sale or distribution, distribution including pursuant to Rule 144, 144 until the earlier of (i) the expiration of the Suspension Period and (ii) such Holder’s 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 Company’s Companys expense) all copies, other than permanent file copies, then in such Holder’s 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 after such time as the related Material Disclosure Event no longer exists, take any and all actions necessary or desirable to give effect to any Holders’ Holders rights under this Agreement that may have been affected by such notice, including the Holders’ Holders Demand Registration rights and rights with respect to any Shelf Registration Statement.

Suspension Period. The Notwithstanding any other provision of this Section 2, the Company may, by notice in writing shall have the right but not the obligation to each Holder, postpone defer the filing or effectiveness of any registration requested pursuant to this Agreement(but not the preparation of), or otherwise suspend the use by the Holders of, any Registration Statement, including any Demand Registration rights of the Holders and/or require the Holders to suspend use of any resale prospectus included in the or Shelf Registration Statement for any period of time determined (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) if there shall occur the Company’s Board of Directors reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the 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’s Board of Directors reasonably believes in good faith that such disclosures at that time would have a Material Disclosure Event material adverse effect on the Company (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 if the Suspension Period shall continue to apply only during the time in which (i) such material nonpublic information has not been disclosed and remains material and (ii) 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 deems it necessary and its Subsidiaries, taken as a whole, to file engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, amalgamation, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and its Subsidiaries, taken as a post-effective amendment whole; provided, further, that the Company shall not be entitled Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83 to more than 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 promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement in order with respect to comply with Section 4.1 hereof as a result its declaration 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. Each Holder agrees that, upon receipt of notice from the Company Period and of the occurrence expiration of a Material Disclosure Event 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 will forthwith discontinue unless specifically requested by a Holder in writing. A Holder shall not effect any disposition sales of the Registrable Securities pursuant to the Shelf a Registration Statement or at any public sale or distribution, including 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 Rule 144, until the earlier of (i) the expiration of a Registration Statement subject to the Suspension Period and (ii) such Holder’s receipt of a Notice following further written notice from the Company to such effect (an “End of Suspension Notice”) from the effect that such suspension has terminated. Any Company, which End of Suspension Notice shall be accompanied given 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 Holders with Registrable Securities at included on any suspended Registration Statement and counsel to the time Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of receipt of such any Suspension NoticePeriod. In Notwithstanding any provision herein to the event of contrary, if the Company gives a Suspension Notice, the Company shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights Notice with respect to any Shelf 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) 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 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, the Company shall not, during the Suspension Period, register any New Shares for either its own account or for the account of any other person.

Suspension Period. The Company mayNotwithstanding any provision of this Agreement to the contrary, by notice if the Board determines in writing good faith that the registration and distribution of Registrable Securities (i) would reasonably be expected to each Holdermaterially impede, postpone the filing delay or effectiveness of any registration requested pursuant to this Agreementinterfere with, or otherwise suspend the Demand Registration rights 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 Holders and/or 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 Holders disclosure of which would reasonably be expected to suspend use materially and adversely affect the Company, subject to the provisions of any resale prospectus included in Section 5(b), the Shelf Registration Statement Company shall be entitled to suspend, for any a reasonable period of time determined by the Company if there shall occur a Material Disclosure Event (such periodeach, a “Suspension Period”), 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. Notwithstanding The Company shall use all commercially reasonable efforts to amend the foregoingRegistration 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, no Suspension Period shall exceed 90 days 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 one instance and other provision of this Agreement to the contrary, each year the Company updates a Form S-1 Shelf (A) the Company may not exercise its rights set forth in need to suspend use of the immediately preceding sentence more than twice in any 12-month period; provided, however, that if the Company deems it necessary to file a post-effective amendment Form S-1 Shelf 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 extent such period of time from the date of filing such post-effective amendment until the date on which the Shelf Registration Statement is registration statement has not been declared effective by the Commission shall not be treated as a Suspension 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 disposition of Registrable Securities pursuant prior to the Shelf Registration Statement or any public sale or distribution, including pursuant time it is required to Rule 144, until be updated under the earlier of (i) the expiration of the Suspension Period Securities Act and (iiB) such Holder’s receipt of a notice from the Company to the effect that extent 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 Noticeregistration statement undergoes Commission review, the Company shall, will need to suspend use of the Form S-1 Shelf pending completion of such review. The Company promptly after will give written notice of any such time as the related Material Disclosure Event no longer exists, take any and all actions necessary or desirable Suspension Period to give effect to any Holders’ rights under this Agreement each Holder that may have been affected by such notice, including the Holders’ Demand has Registrable Securities registered on a Registration rights and rights with respect to any Shelf Registration StatementStatement filed hereunder.

Suspension Period. The Except with respect to a registration under Section 2.9 hereof, the Company may, by notice in writing to each Holder, postpone the filing or effectiveness of the 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 of any resale prospectus Prospectus included in the Shelf Registration Statement for any period of time reasonably determined by the Company if there shall occur a Material Disclosure Event (such period, a “Suspension Period”). Notwithstanding anything herein to the foregoingcontrary, no the Company shall not be entitled to more than three (3) Suspension Period 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 90 more than seventy-five (75) calendar days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence more than twice aggregate in any 12-consecutive 12 month period; provided, however, that if the Company deems in good faith that it is 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 StatementArticle IV hereof, 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 PeriodPeriod 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 of the 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 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 after such time as the 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 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 any Shelf Registration Statement.

Suspension Period. The If (x) there shall occur a Material Disclosure Event or (y) the Board determines, in good faith, that it would be detrimental to the Company mayand its shareholders for a registration statement pursuant to a Demand Registration to be filed and it is therefore advisable to defer the filing of such registration statement, the 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/or (and, if applicable, require the Holders to suspend use of any resale prospectus included in the Shelf Registration Statement a 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 foregoingcontrary, no the Company shall not be entitled to more than four (4) Suspension Period 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 90 more than ninety (90) days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence more than twice aggregate in any consecutive 12-month period; provided, however, that if the Company deems in good faith that it is necessary to file a post-effective amendment to the Shelf Registration Statement a 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 Statement5(a)(vi) hereof, then such period of time from the date of filing such post-effective amendment until the date on which the Shelf Registration Statement such shelf registration statement is declared effective by the Commission SEC shall not be treated as a Suspension PeriodPeriod 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 the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144144 under the Securities Act, until the earlier of (i) the expiration of the 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, delivery of the most recent prospectus covering such Registrable Securities at written notice described in the time of receipt of such Suspension Noticeimmediately following sentence. In the event of that the Company has delivered a Suspension Notice, the Company shall, promptly after such time as the 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 Holders’ Holder’s rights under this Agreement that may have been affected by such noticeSuspension Notice, including the Holders’ Demand Registration rights and rights with respect rights. Any suspension of the right to use any Shelf Registration Statementregistration statement shall result in an extension of the registration period equal to the number of days of the suspension.

Suspension Period. The Company Basic may, by notice in writing to each Holderthe Holders, postpone the filing or effectiveness 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 the use of any resale prospectus Prospectus included in the Shelf Registration Statement for any period covering the Registrable Securities, during the occurrence and continuance of time determined by the Company if there shall occur 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 required by Section 5 (such period, a “Suspension Period”). Notwithstanding the foregoing, no Suspension Period shall exceed 90 days in any one instance and the Company Basic may not exercise its rights set forth in the immediately preceding sentence more than twice in any 12-month period; provided, however, that if the Company 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. Each Holder agrees that, upon receipt of notice from the Company 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 144144 under the Securities Act, until the earlier of (i) the expiration of the Suspension Period and (ii) such Holder’s receipt of a notice from the Company Basic to the effect that such suspension Suspension Period has terminatedended. Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of the Company 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 the CompanyBasic, such Holder will deliver to the Company Basic (at the CompanyBasic’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent prospectus Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company Basic shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement.

Suspension Period. The Company mayNotwithstanding any provision of this Agreement to the contrary, by notice if the Board determines in writing good faith that the registration, offer, sale and/or distribution of Registrable Securities (i) would reasonably be expected to each Holdermaterially impede, postpone the filing delay or effectiveness of any registration requested pursuant to this Agreementinterfere with, or otherwise suspend 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 Demand Registration rights Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the Holders and/or require disclosure of which would reasonably be expected to materially and adversely affect the Holders Company, subject to suspend use the provisions of any resale prospectus included in Section 5(b), the Shelf Registration Statement Company shall be entitled to suspend, for any a reasonable period of time determined by the Company if there shall occur a Material Disclosure Event (such periodeach, a “Suspension Period”), 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. Notwithstanding It is also agreed that, notwithstanding Section 7(c) hereof or any other provision of this Agreement to the foregoingcontrary, no Suspension Period shall exceed 90 days in any one instance and each year the Company updates a Form S‑1 Shelf (A) the Company may not exercise its rights set forth in need to suspend use of the immediately preceding sentence more than twice in any 12-month period; provided, however, that if the Company deems it necessary to file a post-effective amendment Form S‑1 Shelf 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 extent such period of time from the date of filing such post-effective amendment until the date on which the Shelf Registration Statement is 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 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 be treated as a Suspension Period. Each Holder agrees that, upon receipt 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 end of the occurrence Suspension Period. Holders of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any disposition the Registrable Securities may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or any public sale or distribution, including pursuant to Rule 144, until such filings) following the earlier of (i) the expiration end of the 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 after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration StatementPeriod.

Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of At 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 of any resale prospectus included in time after the Shelf Registration Statement for any period of time determined by the Company if there shall occur a Material Disclosure Event (such periodis declared effective, a “Suspension Period”). Notwithstanding the foregoing, no Suspension Period shall exceed 90 days in any one instance and the Company may suspend the use of the Prospectus for the Blackout Period (as defined below) (i) if the Board of Directors of the Company determines in good faith that such use at such time would not exercise its rights set forth be advisable in light of pending or anticipated corporate developments, or (ii) if the Company is in possession of material, non-public information which the Board of Directors of the Company determines in good faith it is not in the immediately preceding sentence more than twice best interests of the Company to disclose in any 12-month perioda registration statement or the Prospectus at such time; provided, however, that if the Company deems it necessary may only suspend the use of the Prospectus pursuant to file this Section 2.7 by delivery of a post-effective amendment 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 order to comply with Section 4.1 hereof as any ninety-day (90) period (the "Blackout Period"); provided that the Company may not declare more than three (3) Blackout Periods in any ninety-day (90) 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 (a result "Blackout Notice") of any Shelf Request or other information provided decision to discontinue sales of Registrable Securities covered 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 pursuant to this Section 2.7 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly (but in any event within two (2) Business Days) to notify the Holders as soon as a Shelf Registration Statement may be 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 Commission Company shall not be treated as a Suspension Periodrequired to consult with or obtain the consent of any Holder, and any such determination shall be the Company's sole responsibility. Each Holder agrees that, upon receipt of notice shall treat all notices received 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 this Section 2.7 in the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the Suspension Period strictest confidence and (ii) shall not disseminate 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 after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statementinformation.

Suspension Period. The (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 maythat 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 in writing to each HolderFBR and the affected Holders, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require the may direct such Holders to suspend use sales of any resale prospectus included in the Shelf Registrable Shares pursuant to such Mandatory Registration Statement for any period of time determined by such times as the Company if there shall occur a Material Disclosure Event reasonably may determine is necessary and advisable (such period, a “Suspension Period”). Notwithstanding the foregoing, but in no Suspension Period shall exceed 90 event for more than 45 days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence 90-day period or more than twice 60 days in any 12-month period; provided), howeverif 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 if would require additional disclosure of material non-public information by the Company deems 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 necessary impractical or inadvisable to file promptly amend or supplement such Mandatory Registration Statement on a post-effective amendment to the Shelf Registration Statement in order to comply with Section 4.1 hereof basis, 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 Periodapplicable. 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 Upon the earlier to occur of (i) the expiration Company delivering to the affected Holders and FBR an End of the Suspension Period and Notice, as hereinafter defined, or (ii) such Holder’s receipt the end of a notice from the maximum permissible suspension period, the Company shall use its commercially reasonable efforts to the effect that promptly amend or supplement such suspension has terminated. Any Suspension Notice shall be accompanied by Mandatory Registration Statement on a certificate post-effective basis, if necessary, or to take such action as is necessary to make resumed use 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 Mandatory Registration Statement compatible with the Company’s expense) all copiesbest interests, other than permanent file copiesas applicable, then in such Holder’s possession, so as to permit the affected Holders to resume sales of the most recent prospectus covering such Registrable Securities Shares as soon as possible. The Company may suspend the effectiveness and use of any Piggyback Registration Statement at the any time for an unlimited amount of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statementtime.

Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders Holder and/or require the Holders to suspend use of any resale prospectus included in the any 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 the foregoing, no Suspension Period shall exceed 90 45 days in any one instance and be invoked by the Company may not exercise its rights set forth in the immediately preceding sentence more than twice three times in any 12-month period; provided, however, that if the Company deems it necessary to file a post-effective amendment to the any 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 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 Statement, as so amended, is declared effective by the Commission shall not be treated as a Suspension 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 disposition of Registrable Securities pursuant to the any Shelf Registration Statement or any public sale or distribution, distribution including pursuant to Rule 144, 144 until the earlier of (i) the expiration of the 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 after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement.

Suspension Period. The Notwithstanding any other provision of this Section 2, the Company may, by notice in writing shall have the right but not the obligation to each Holder, postpone defer the filing or effectiveness of any registration requested pursuant to this Agreement(but not the preparation of), or otherwise suspend the use by the Holders of, any Registration Statement, including any Demand Registration rights of the Holders and/or require the Holders to suspend use of any resale prospectus included in the or Shelf Registration Statement for any period of time determined (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) if there shall occur the Company’s Board of Directors reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the 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’s Board of Directors reasonably believes in good faith that such disclosures at that time would have a Material Disclosure Event material adverse effect on the Company (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 if the Suspension Period shall continue to apply only during the time in which (i) such material nonpublic information has not been disclosed and remains material and (ii) 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 Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83 adverse effect on any proposal or plan by the Company deems it necessary and its Subsidiaries, taken as a whole, to file engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, amalgamation, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and its Subsidiaries, taken as a post-effective amendment whole; provided, further, that the Company shall not be entitled to more than 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 promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement in order with respect to comply with Section 4.1 hereof as a result its declaration 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. Each Holder agrees that, upon receipt of notice from the Company Period and of the occurrence expiration of a Material Disclosure Event 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 will forthwith discontinue unless specifically requested by a Holder in writing. A Holder shall not effect any disposition sales of the Registrable Securities pursuant to the Shelf a Registration Statement or at any public sale or distribution, including 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 Rule 144, until the earlier of (i) the expiration of a Registration Statement subject to the Suspension Period and (ii) such Holder’s receipt of a Notice following further written notice from the Company to such effect (an “End of Suspension Notice”) from the effect that such suspension has terminated. Any Company, which End of Suspension Notice shall be accompanied given 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 Holders with Registrable Securities at included on any suspended Registration Statement and counsel to the time Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of receipt of such any Suspension NoticePeriod. In Notwithstanding any provision herein to the event of contrary, if the Company gives a Suspension Notice, the Company shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights Notice with respect to any Shelf 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) 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 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, the Company shall not, during the Suspension Period, register any New Shares for either its own account or for the account of any other person.

Suspension Period. The Company may, (a) Subject to the provisions of this Section 6 and a good faith determination by notice a majority of the Board of Directors of the Corporation that it is in writing the best interests of the Corporation to each Holder, postpone the filing or effectiveness 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 of any resale prospectus included in Shelf Registration Statement following the effectiveness of such Shelf Registration Statement (and the filings with any international, federal or state securities commissions), the Corporation, by written notice to HWC, may direct HWC to suspend sales of the Registrable Shares pursuant to such Shelf Registration Statement for any period of time determined by such times as the Company if there shall occur a Material Disclosure Event Corporation reasonably may determine is necessary and advisable (such period, a “Suspension Period”). Notwithstanding the foregoing, but in 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 event for more than twice 60 days in any 12-month period; providedperiod 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), however, that if the Corporation is engaged in confidential negotiations or other confidential business activities or upon the occurrence of 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 deems 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 necessary impractical or inadvisable to file promptly amend or supplement such Shelf Registration Statement on a post-effective amendment to the Shelf Registration Statement in order to comply with Section 4.1 hereof basis, 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 Periodapplicable. 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 Upon the earlier to occur of (i) the expiration Corporation delivering to HWC an End of the Suspension Period Notice, as hereinafter defined, 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 end of the President maximum permissible suspension period, the Corporation shall promptly amend or any Vice President of supplement such Shelf Registration Statement on a post-effective basis, if necessary, or take such action as is necessary to permit 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 resumed use of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration StatementStatement 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.

Suspension Period. The Notwithstanding any other provision of this Section 2, the Company may, by notice in writing shall have the right but not the obligation to each Holder, postpone defer the filing or effectiveness of any registration requested pursuant to this Agreement(but not the preparation of), or otherwise suspend the use by the Holders of, any Registration Statement, including any Demand Registration rights of the Holders and/or require the Holders to suspend use of any resale prospectus included in the or Shelf Registration Statement for any period of time determined (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) if there shall occur the Company’s Board of Directors reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the 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’s Board of Directors reasonably believes in good faith that such disclosures at that time would have a Material Disclosure Event material adverse effect on the Company (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 if the Suspension Period shall continue to apply only during the time in which (i) such material nonpublic information has not been disclosed and remains material and (ii) 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 deems it necessary and its Subsidiaries, taken as a whole, to file engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, amalgamation, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and its Subsidiaries, taken as a post-effective amendment whole; provided, further, that the Company shall not be entitled to more than 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 promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement in order with respect to comply with Section 4.1 hereof as a result its declaration 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. Each Holder agrees that, upon receipt of notice from the Company Period and of the occurrence expiration of a Material Disclosure Event 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 will forthwith discontinue unless specifically requested by a Holder in writing. A Holder shall not effect any disposition sales of the Registrable Securities pursuant to the Shelf a Registration Statement or at any public sale or distribution, including 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 Rule 144, until the earlier of (i) the expiration of a Registration Statement subject to the Suspension Period and (ii) such Holder’s receipt of a Notice following further written notice from the Company to such effect (an “End of Suspension Notice”) from the effect that such suspension has terminated. Any Company, which End of Suspension Notice shall be accompanied given 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 Holders with Registrable Securities at included on any suspended Registration Statement and counsel to the time Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of receipt of such any Suspension NoticePeriod. In Notwithstanding any provision herein to the event of contrary, if the Company gives a Suspension Notice, the Company shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights Notice with respect to any Shelf 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) 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 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, the Company shall not, during the Suspension Period, register any New Shares for either its own account or for the account of any other person.

Suspension Period. The Company may, by notice in writing to each Holder, postpone In the filing or effectiveness case 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 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 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 if the Company 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. Each Holder agrees thateach Holder, upon receipt of any notice (a "Suspension Notice") from the Company of the occurrence happening of a Material Disclosure Event (a “Suspension Notice”)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 Holder will an event, shall forthwith discontinue any disposition of the Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, covering such Registrable Securities until the earlier of (i) the expiration such Holder's receipt of the Suspension Period and copies of the supplemented or amended Prospectus contemplated by Section 4(f) or until it is advised in writing (iithe "Advice") such Holder’s receipt of a notice from by the Company to that the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate use of the President Prospectus may be resumed, and has received copies of any additional or any Vice President of supplemental filings which are incorporated by reference in the Company confirming the existence of the Material Disclosure Event. If 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 's expense) all copies, other than permanent file copies, copies then in such Holder’s 's possession, of the most recent prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that (w) the Company shall not give a Suspension NoticeNotice until after the Shelf Registration Statement has been declared effective, (x) the Company shall not give more than three Suspension Notices during any period of twelve consecutive months, (y) in no event shall the period from the date on which any Holder receives a Suspension 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 consecutive months exceed 90 days. In the event of a that the Company shall give any Suspension Notice, (i) the Company shall, shall use its reasonable business efforts and take such actions as are reasonably necessary to render the Advice and end the Suspension Period as promptly after such as practicable and (ii) the time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any periods for which a Shelf Registration StatementStatement is required to be kept effective pursuant to Section 2 hereof shall be extended by the number of days during the Suspension Period.

Suspension Period. The Notwithstanding any other provision of this Section 5C, the Company may, by notice in writing shall have the right but not the obligation to each Holder, postpone defer the filing of (but not the preparation of), or effectiveness suspend the use by the holders of Warrant Securities of, any registration statement if the Board determines in good faith, after consultation with its external financial or investment advisors and legal counsel, that the offer or sale of Warrant Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its Subsidiaries; provided, that (a) the Company 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 requested pursuant statement(s) covering such other securities; (b) the Company shall use its best efforts to this Agreement, or otherwise suspend cause the Demand Registration rights Suspension Period (as defined below) to apply to not more than 10% of the Holders and/or require Warrant Securities; and (c) the Holders to suspend use period of any resale prospectus included in the Shelf Registration Statement for any delay or suspension under this Section 5C(x) shall not exceed a period of time determined by the Company if there 60 days and any such delays or extensions shall occur a Material Disclosure Event 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”). Notwithstanding The Company shall give written notice to the foregoing, no holders of Warrant Securities registered under or pursuant to any “shelf registration” statement with respect to its declaration of a 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 if the Company 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. Each Holder agrees that, upon receipt of notice from the Company of the occurrence expiration of a Material Disclosure Event the relevant Suspension Period (a “Suspension Notice”), such Holder will forthwith discontinue . The Company shall not include any disposition material non- public information in the Suspension Notice. A holder of Registrable 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 Shelf Registration Statement or any public sale or distribution, including 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 Rule 144, until the earlier of (i) the expiration of the Suspension Period and (ii) such Holder’s receipt of a registration statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the effect that such suspension has terminated. Any Company, which End of Suspension Notice shall be accompanied given 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 holders of Warrant Securities included on any suspended registration statement and counsel to the Company’s expense) all copiesholders of Warrant Securities, 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 shallif any, promptly after such time as following the related Material Disclosure Event no longer exists, take conclusion of 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 any Shelf Registration StatementSuspension Event.

Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of a 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 of any resale prospectus Prospectus included in the a Shelf Registration Statement for any period of time reasonably determined by the Company if there shall occur a Material Disclosure Event (such period, a “"Suspension Period”"). Notwithstanding anything herein to the foregoingcontrary, no neither Loral nor Skynet shall be entitled to more than an aggregate of four (4) Suspension Period 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 90 more than ninety (90) days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence more than twice aggregate in any consecutive 12-month period; provided, however, that if the Company deems in good faith that it is 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 Statement4 hereof, then such period of time from the date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement is declared effective by under the Commission Securities Act shall not be treated as a Suspension PeriodPeriod 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 will 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 of the Suspension Period and (ii) such Holder’s '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 shall deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in such Holder’s 's possession, of the most recent prospectus 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 after such time as the 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 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 any Shelf Registration Statement.

Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness 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 of any resale prospectus Prospectus included in the a Shelf Registration Statement for any period of time determined in good faith by the Company if there shall occur and be continuing a Material Disclosure Event (such period, a “Suspension Period”"SUSPENSION PERIOD"). Notwithstanding the foregoing, no Suspension Period shall exceed 90 45 days in any one instance and or be invoked by 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 if each day during any Suspension Period shall only be counted once in determining the Company deems it necessary to file a post-effective amendment to aggregate number of days in such Suspension Period notwithstanding the Shelf Registration Statement in order to comply with Section 4.1 hereof as a result occurrence 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 Periodmultiple concurrent deferrals. Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a “Suspension Notice”"SUSPENSION NOTICE"), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement Statements or any public sale or distribution, including distribution pursuant to Rule 144, 144 of the Securities Act until the earlier of (i) the expiration of the Suspension Period and (ii) such Holder’s 's receipt of a notice from the such Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the President Chief Executive Officer, the President, the Chief Financial Officer or any Vice President 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 's expense) all copies, other than permanent file copies, then in such Holder’s 's possession, of the most recent prospectus 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 shallshall use reasonable efforts, and promptly after such time as the related Material Disclosure Event no longer exists, exists the Company shall take any and all actions necessary or desirable desirable, to give effect to any Holders’ ' rights under this Agreement that may be, or have been been, affected by such notice, including the Holders’ ' Demand Registration rights and rights with respect to any Shelf Registration Statement.

Suspension Period. (a) The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise may suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use of any resale a prospectus included in the Shelf that is part of a Registration Statement for any up to 30 consecutive days (or such shorter period of time determined by as the Company if there shall occur a Material Disclosure Event 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 given 12-month period, and therefore suspend sales of Registrable Securities available for sale pursuant to such Registration Statement (such period, a 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. Notwithstanding (b) In the foregoing, no Suspension Period shall exceed 90 days in any one instance and case of an event that causes the Company may not exercise its rights to suspend the use of a Registration Statement as set forth in the immediately preceding sentence more than twice in any 12-month period; providedSection 3(a) above (a “Suspension Event”), however, that if the Company deems it necessary to file shall promptly give a post-effective amendment written notice 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. Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event Holders (a “Suspension Notice”) to suspend sales of the Registrable Securities (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 the Registrable Securities 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), . 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, other than as a result of disclosure by the Holder in breach of the terms of this Agreement; provided, that the foregoing will forthwith discontinue any disposition not prohibit the Holder from trading in the Registrable Securities solely by virtue of having received a Suspension Notice and the information contained therein. A Holder may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or any public sale or distributionsuch filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, including pursuant to Rule 144, until the earlier which End of (i) the expiration of the Suspension Period and (ii) such Holder’s receipt of a notice from Notice shall be given by the Company to the effect that such suspension has terminated. Any Holders promptly following the conclusion of 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 after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration StatementSection 4.

Suspension Period. The Company Loral may, by notice in writing to each Holder, postpone the filing or effectiveness of the 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 of any resale prospectus Prospectus included in the Shelf Registration Statement for any period of time reasonably determined by the Company Loral if there shall occur a Material Disclosure Event (such period, a “Suspension Period”). Notwithstanding anything herein to the foregoingcontrary, no Loral shall not be entitled to more than an aggregate of four (4) Suspension Period 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 90 more than ninety (90) days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence more than twice aggregate in any consecutive 12-month period; provided, however, that if the Company deems Xxxxx xxxxx in good faith that it is 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 Statement4 hereof, then such period of time from the date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement is declared effective by under the Commission Securities Act shall not be treated as a Suspension PeriodPeriod 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 the Company Loral of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will 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 of the Suspension Period and (ii) such Holder’s receipt of a notice from the Company 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 the Company Loral confirming the existence of the Material Disclosure Event. If so directed by the CompanyLoral, such Holder will shall deliver to the Company Loral (at the CompanyLoral’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent prospectus 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, the Company Loral shall, promptly after such time as the 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 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 any the Shelf Registration Statement.

Suspension Period. The (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 maythat 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 in writing to each Holderthe Placement Agent and the Holders, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require may direct the Holders to suspend use sales of any resale prospectus included in the Shelf Registrable Shares pursuant to such Mandatory Registration Statement for any period of time determined by such times as the Company if there shall occur a Material Disclosure Event reasonably may determine is necessary and advisable (such period, a “Suspension Period”). Notwithstanding the foregoing, but in no Suspension Period shall exceed 90 event for more than 60 days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence 90-day period or more than twice 120 days in any 12-month period; provided), however, that if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company deems it necessary is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to file 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 use its commercially reasonable efforts to promptly amend or supplement the Mandatory Registration Statement on a post-effective amendment basis, if necessary, or to take such action as is necessary to make resumed use of the Shelf Mandatory Registration Statement in order to comply compatible 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. 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 of the 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 copiesbest interests, other than permanent file copiesas applicable, then in such Holder’s possession, so as to permit the Holders to resume sales of the most recent prospectus covering such Registrable Securities Shares as soon as possible. The Company shall have the right to suspend the effectiveness and use of any Piggyback Registration Statement at the any time for an unlimited amount of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statementtime.

Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of a 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 of any resale prospectus Prospectus included in the a Shelf Registration Statement for any period of time reasonably determined by the Company if there shall occur a Material Disclosure Event (such period, a “Suspension Period”). Notwithstanding anything herein to the foregoingcontrary, no neither Loral nor Skynet shall be entitled to more than an aggregate of four (4) Suspension Period 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 90 more than ninety (90) days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence more than twice aggregate in any consecutive 12-month period; provided, however, that if the Company deems in good faith that it is 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 Statement4 hereof, then such period of time from the date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement is declared effective by under the Commission Securities Act shall not be treated as a Suspension PeriodPeriod 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 will 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 of the 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 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 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 after such time as the 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 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 any Shelf Registration Statement.

Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of a 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 of any resale prospectus Prospectus included in the a Shelf Registration Statement for any period of time reasonably determined by the Company if there shall occur a Material Disclosure Event (such period, a “"Suspension Period”"). Notwithstanding anything herein to the foregoingcontrary, no neither New Loral nor New Skynet shall be entitled to more than an aggregate of four (4) Suspension Period 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 90 more than ninety (90) days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence more than twice aggregate in any consecutive 12-month period; provided, however, that if the Company deems in good faith that it is 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 Statement4 hereof, then such period of time from the date of filing such post-effective amendment until the date on which the applicable Shelf Registration Statement is declared effective by under the Commission Securities Act shall not be treated as a Suspension PeriodPeriod 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 will 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 of the Suspension Period and (ii) such Holder’s '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 shall deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in such Holder’s 's possession, of the most recent prospectus 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 after such time as the 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 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 any Shelf Registration Statement.

Suspension Period. The Company Companies may, by notice in writing to each Holder, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders Holder and/or require the Holders to suspend use of any resale prospectus Prospectus included in the a Shelf Registration Statement for any period of time determined in good faith by the Company Companies if there shall occur and be continuing a Material Disclosure Event (such period, a “"Suspension Period”"). Notwithstanding the foregoing, no Suspension Period shall exceed 90 30 days in any one instance and or be invoked by 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 if each day during any Suspension Period shall only be counted once in determining the Company deems it necessary to file a post-effective amendment to aggregate number of days in such Suspension Period notwithstanding the Shelf Registration Statement in order to comply with Section 4.1 hereof as a result occurrence 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 Periodmultiple concurrent deferrals. Each Holder agrees that, upon receipt of notice from the any 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 Statements or any public sale or distribution, including distribution pursuant to Rule 144, 144 of the Securities Act until the earlier of (i) the expiration of the Suspension Period and (ii) such Holder’s 's receipt of a notice from the such Company to the effect that such suspension has terminated. Any Suspension Notice shall be accompanied by a certificate of the President President, the Chief Financial Officer or any Vice President General Counsel of the applicable Company confirming the existence of the Material Disclosure Event. If so directed by the a Company, such Holder will deliver to the such Company (at the such Company’s 's expense) all copies, other than permanent file copies, then in such Holder’s 's possession, of the most recent prospectus Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, during the Company shallSuspension Period the Companies shall use reasonable efforts, and promptly after such time as the related Material Disclosure Event no longer exists, exists the Companies shall take any and all actions necessary or desirable desirable, to give effect to any Holders’ ' rights under this Agreement that may be, or have been been, affected by such notice, including the Holders’ ' Demand Registration rights and rights with respect to any Shelf Registration Statement.

Suspension Period. The Company may, by notice in writing to each Holderthe Stockholder, postpone the filing or effectiveness of any Shelf Registration Statement or any other registration requested pursuant to this AgreementAgreement (including any post-effective amendments thereto), or otherwise suspend the Demand Registration rights of the Holders Stockholder and/or require the Holders Stockholder to suspend use of any resale prospectus included in the any 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 foregoingcontrary, no the Company shall not be entitled to more than four Suspension Period Periods, which Suspension Periods shall exceed 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 one instance and the Company may not exercise its rights set forth in the immediately preceding sentence more than twice in any 12-consecutive 12 month period; provided, however, that if the Company deems in good faith that it is necessary to file a post-effective amendment to the a 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 Statement2 hereof, then such period of time from the date of filing of such post-effective amendment until the date on which the such Shelf Registration Statement is declared effective by the Commission SEC or otherwise becomes effective shall not be treated as a Suspension PeriodPeriod 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 The Stockholder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder the Stockholder will forthwith discontinue any disposition of Registrable Securities pursuant to the any Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the Suspension Period and (ii) such Holderthe 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, such Holder the Stockholder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holderthe Stockholder’s possession, of the most recent prospectus 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 after such time as the 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 desirable to give effect to any Holders’ the Stockholder’s rights under this Agreement that may have been affected by such notice, including the Holders’ Stockholder’s Demand Registration rights and rights with respect to any a Shelf Registration Statement.

Suspension Period. The Notwithstanding anything in this Agreement to the contrary, if the Company mayshall furnish to the Holders 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, under the Securities 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 the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by notice in writing to each Holder, postpone the filing or effectiveness Company of any registration requested pursuant such material transaction significantly less likely and (iii) that it is therefore essential to this Agreement, or otherwise suspend the Demand Registration rights use by the Holders of such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Holders and/or require to use the Holders to suspend use registration statement (and the prospectus relating thereto) for purposes of any resale prospectus included in effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (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”) of not more than 90 days after delivery by the Company of the certificate referred to in this paragraph (b). Notwithstanding During the foregoingSuspension Period, no Suspension Period none of the Holders or the Company’s executive officers or directors shall exceed 90 days offer or sell any Registrable Securities pursuant to or in any one instance and reliance upon the registration statement (or the prospectus relating thereto). The Company may agrees not to exercise its the rights set forth in the immediately preceding sentence this paragraph (b) more than twice in any 12-month period; provided. If, however, that if the Company 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. 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 of the 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 Noticeconnection therewith, the Company shallconsiders it appropriate for such registration statement to be amended, the Company shall so amend such registration statement as promptly after 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 as 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 related Material Disclosure Event no longer exists, take any and all actions necessary or desirable number of days during which the right to give effect sell securities was suspended pursuant 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 Statementparagraph.

Suspension Period. The (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 maythat 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 in writing to each Holderthe Holders, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require may direct the Holders to suspend use sales of any resale prospectus included in the Shelf Registrable Shares pursuant to such Mandatory Registration Statement for any period of time determined by such times as the Company if there shall occur a Material Disclosure Event reasonably may determine is necessary and advisable (such period, a “Suspension Period”). Notwithstanding the foregoing, but in no Suspension Period shall exceed 90 event for more than 60 days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence 90-day period or more than twice 120 days in any 12-month period; provided), however, that if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company deems it necessary is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to file 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 amendment basis, if necessary, or to take such action as is necessary to make resumed use of the Shelf Mandatory Registration Statement in order to comply compatible 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. 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 of the 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 copiesbest interests, other than permanent file copiesas applicable, then in such Holder’s possession, so as to permit the Holders to resume sales of the most recent prospectus covering such Registrable Securities Shares as soon as possible. The Company shall have the right to suspend the effectiveness and use of any Piggyback Registration Statement at the any time for an unlimited amount of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statementtime.

Suspension Period. The (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 maythat 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 in writing to each Holderthe Holders, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require may direct the Holders to suspend use sales of any resale prospectus included in the Shelf Registrable Shares pursuant to such Mandatory Registration Statement for any period of time determined by such times as the Company if there shall occur a Material Disclosure Event reasonably may determine is necessary and advisable (such period, a “Suspension Period”). Notwithstanding the foregoing, but in no Suspension Period shall exceed 90 event for more than 60 days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence 90-day period or more than twice 120 days in any 12-month period; provided), however, that if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company deems it necessary is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to file 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 amendment basis, if necessary, or to take such action as is necessary to make resumed use of the Shelf Mandatory Registration Statement in order to comply compatible 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. 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 of the 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 copiesbest interests, other than permanent file copiesas applicable, then in such Holder’s possession, so as to permit the Holders to resume sales of the most recent prospectus covering such Registrable Securities Shares as soon as possible. The Company shall have the right to suspend the effectiveness and use of any Piggyback Registration Statement at the any time for an unlimited amount of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statementtime.

Suspension Period. The (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 maythat 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 in writing to each HolderFBR and the Holders, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require may direct the Holders to suspend use sales of any resale prospectus included in the Shelf Registrable Shares pursuant to such Mandatory Registration Statement for any period of time determined by such times as the Company if there shall occur a Material Disclosure Event reasonably may determine is necessary and advisable (such period, a “Suspension Period”). Notwithstanding the foregoing, but in no Suspension Period shall exceed 90 event for more than 45 days in any one instance and the Company may not exercise its rights set forth in the immediately preceding sentence 90-day period or more than twice 60 days in any 12-month period; provided), howeverif 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 if would require additional disclosure of material information by the Company deems 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 necessary impractical or inadvisable to file promptly amend or supplement the Mandatory Registration Statement on a post-effective amendment to the Shelf Registration Statement in order to comply with Section 4.1 hereof basis, 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 Periodapplicable. 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 Upon the earlier to occur of (i) the expiration Company delivering to the Holders and FBR an End of the Suspension Period and Notice, as hereinafter defined, or (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 end 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 Noticemaximum permissible suspension period, the Company shallshall use its commercially reasonable efforts to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, promptly after 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 to suspend the effectiveness and use of any Piggyback Registration Statement at any time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statementfor an unlimited amount of time.

Suspension Period. The Company Basic may, by notice in writing to each Holder, postpone require the filing or effectiveness of any registration requested pursuant Holder to this Agreement, or otherwise suspend the Demand Registration rights of the Holders and/or require the Holders to suspend use of any resale prospectus Prospectus included in the Shelf Registration Statement for any period covering the Registrable Securities, during the occurrence and continuance of time determined by the Company if there shall occur a Material Disclosure Event and until Basic has prepared and provided to the Holder and, if applicable, filed with the SEC, any prospectus supplement or amendment to the Shelf Registration Statement required by Section 5 (such period, a “Suspension Period”). Notwithstanding the foregoing, no Suspension Period shall exceed 90 days in any one instance and the Company Basic may not exercise its rights set forth in the immediately preceding sentence more than twice in any 12-month period; provided, however, that if the Company 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. Each Holder agrees that, upon receipt of notice from the Company 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 144144 under the Securities Act, until the earlier of (i) the expiration of the Suspension Period and (ii) such Holder’s receipt of a notice from the Company Basic to the effect that such suspension Suspension Period has terminatedended. Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of the Company 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 the CompanyBasic, such Holder will deliver to the Company Basic (at the CompanyBasic’s expense) all copies, other than permanent file copies, then in such Holder’s possession, of the most recent prospectus Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company Basic shall, promptly after such time as the 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 have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement.

Suspension Period. The Company may, by notice in writing to each Holder, postpone the filing or effectiveness of any registration requested pursuant to this Agreement, or otherwise suspend the Demand Registration rights of the Holders Holder and/or require the Holders to suspend use of any resale prospectus Prospectus included in the a Shelf Registration Statement for any period determined in good faith by the Board of time determined by Directors of the Company if there shall occur and be continuing a Material Disclosure Event (such period, a “"Suspension Period”"). Notwithstanding the foregoing, no Suspension Period shall exceed 90 ninety (90) days in any one instance and or be invoked by 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 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 suspension period may commence if it is less than ninety (90) days after the Company 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 Periodprior suspension 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 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 of the Suspension Period and (ii) such Holder’s '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 's expense) all copies, other than permanent file copies, then in such Holder’s 's possession, of the most recent prospectus 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 shallshall use commercially reasonable efforts, and promptly after such time as the related Material Disclosure Event no longer exists, exists or has been publicly disclosed the Company shall take any and all such commercially reasonable actions as are necessary or desirable desirable, to give effect to any Holders’ ' rights under this Agreement that may be, or have been been, affected by such notice, including the Holders’ ' Demand Registration rights and rights with respect to any the Shelf Registration Statement.

Suspension Period. 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 registration requested pursuant to this AgreementAgreement (including any post-effective amendments to the Shelf Registration Statement or New Shelf Registration Statement, as applicable, requested pursuant to clause (x) of Section 4.1), 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 Company if there shall occur a Material Disclosure Event (such period, a “Suspension Period”). Notwithstanding anything herein to the foregoingcontrary, no the Company shall not be entitled to more than four (4) Suspension Period Periods, which Suspension Periods shall exceed 90 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 one instance consecutive 12 month period, and the Company may which Suspension Periods shall not exercise its rights set forth exceed more than ninety (90) days in the immediately preceding sentence more than twice aggregate in any 12-consecutive 12 month period; provided, however, that if the Company deems in good faith that it is necessary to file a post-effective amendment to the Shelf Registration Statement and, if applicable, the New 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 Statement4 hereof, then such period of 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 PeriodPeriod 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 of the 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 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 after such time as the 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 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 any Shelf Registration Statement or New Shelf Registration Statement.