Common use of Suspension Period Clause in Contracts

Suspension Period. (a) Subject to the provisions of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the Holders, in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the 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. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Registration Statement shall be maintained effective pursuant to this Agreement until the Registrable Shares are not Registrable Shares.

Suspension Period. (a) Subject to the provisions of this Section 54, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the HoldersHolding, in accordance with Section 5(b4(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the price, timing, marketing or distribution of such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ’s ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's ’s best interests, as applicable, so as to permit the Holders Holding to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "“Suspension Event"”), the Company shall give written notice (a "“Suspension Notice"”) to the Holders Holding to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder Holding shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder Holding will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's Holding’s possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders Holding may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders Holding in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv3(f)(iv), each Registration Statement shall be maintained effective pursuant to this Agreement until the Registrable Shares are not Registrable Shares.

Suspension Period. (a) Subject to the provisions Notwithstanding any other provision of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions)2, the Company may direct shall have the Holders, in accordance with Section 5(bright but not the obligation to defer the filing of (but not the preparation of), to or suspend sales of the Registrable Shares pursuant to a use by the Holders of, any Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case a period of clause up to 45 days (i) belowif the Company is subject to any of its customary suspension or blackout periods, for more than 45 consecutive days (all or 60 consecutive days in the case part of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day such period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) upon issuance by the majority Commission of a stop order suspending the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale effectiveness of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required with respect to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company Registrable Securities or the Company's ability initiation of Proceedings with respect to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(38(d) or 8(e) of the Securities Act; (2iii) reflecting if the Company believes that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan (including a pending securities offering by the Company) or (y) 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 believes in good faith that such disclosures at that time would not be in the prospectus included in Company’s best interests; provided that this exception (y) shall continue to apply only during the Registration Statement any facts time that such material nonpublic information has not been disclosed and remains material; (iv) if the Company elects at such time to offer Company Common Stock or events arising after the effective date other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; (v) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement; provided that the Holders shall have Piggyback Registration Statement (or of rights with respect to such primary underwritten offering in accordance with and subject to the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information restrictions set forth thereinin Section 2(c); or (3vi) including in the prospectus included in the Registration Statement if any other material information development would materially and adversely interfere with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspensionDemand Registration or Shelf Registration (any such period, a “Suspension Period”); provided, however, that in such event, the Company shall use its commercially reasonable efforts Qualified Holders will be entitled to cause the withdraw any request for a Demand Registration Statement to become effective or to promptly amend or supplement the and, if such request is withdrawn, such Demand Registration Statement on will not count as a post-effective basis or to take such action Demand Registration as is necessary to make resumed use of the 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. (b) In the case of an event that causes the Company to suspend will pay all Registration Expenses in connection with such registration; and provided further, that in no event shall the use Company declare a Suspension Period for more than an aggregate of a Registration Statement (a "Suspension Event"), the 45 days in any 12-month period. The Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of its declaration of a Suspension Period and of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension expiration of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a relevant Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below)Period. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion filing of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events Demand Registration or as contemplated by Section 4(f)(iv), each Shelf Registration Statement shall be maintained effective is suspended pursuant to this Agreement until Section 2(e), once the Registrable Shares are not Registrable SharesSuspension Period ends, the Qualified Holders may request a new Demand Registration or a new Shelf Registration.

Suspension Period. (a) Subject to the provisions of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the HoldersHolders (in the case of a Mandatory Shelf Registration Statement) or Initiating Holders (in the case of a Demand Registration Statement or Piggyback Registration Statement), in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, event for more than an aggregate of 90 days, including for purposes of such calculation, any days that were deferred under Section 2(b)(ii), in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day periodClosing, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable best efforts to cause such post-effective amendment to be declared effective), ) if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares a certificate is delivered by the Company has advised and signed by a director of the Company certifying that in the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) the majority of the members good faith judgment of the Board of Directors of it would be seriously detrimental to the Company shall have determined in good faith that (1) the offer or to proceed with such sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either because (x) the Company has a bona fide business purpose for preserving the confidentiality of such transactionmerger, consolidation, substantial acquisition or other similar corporate action is expected to occur imminently or (y) disclosure would have a material adverse effect on the Company intends to issue equity securities or the Company's ability equity-linked securities not pursuant to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicableregistration statement; or (iiiii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule rule, regulation or regulation Commission-published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly (and in the case of a suspension under clause (ii), use reasonable best efforts to within seven (7) days) amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's ’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "“Suspension Event"”), the Company shall give written notice (a "“Suspension Notice"”) to Purchaser and the Holders (or the Initiating Holders, as the case may be) to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's ’s possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders (or the Initiating Holders, as the case may be) may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders (or the Initiating Holders, as the case may be) and Purchaser in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), the Company shall use its reasonable best efforts to cause each Registration Statement shall to be maintained effective pursuant to this Agreement until the Registrable Shares are not Registrable Shares.

Suspension Period. (a) Subject to the provisions of this Section 55 and a good faith determination by the Company that it is in the best interest of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of a such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company Company, by written notice to the Holders, may direct the Holders, in accordance with Section 5(b), Holders to suspend sales of the Registrable Shares pursuant to a such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, event for more than 45 consecutive days (or 60 consecutive 30 days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of any 90-day period or 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90365-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative an underwritten public offering of the underwriters of an Underwritten Offering of primary shares Common Stock by the Company has advised if the Company is advised by the underwriters that the sale concurrent resale of the Registrable Shares by the Holders pursuant to the Mandatory Registration Statement would have a material adverse effect on such Underwritten Offering; the Company’s offering, (ii) the majority of the members of the Board of Directors of there is material non-public information regarding the Company shall have determined which (A) the Company determines not to be in the Company's best interest to disclose, (B) would, in the good faith that (1) the offer or sale determination of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant require any revisions to the Registration Statement would require disclosure so that it will not contain any untrue statement of non-public a material information fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) which the Company is not otherwise required to disclose, (iii) there is a significant bone fide business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business), including any significant merger, consolidation, tender offer or other similar transaction) available to the Company which the Company determines not to be disclosed under applicable lawin the Company's best interest to disclose, and or (3) either (xiv) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the a Registration Statement in order to incorporate information into the Registration Statement Company’s quarterly or annual reports or audited financial statements on Forms 10-Q and 10-K; provided, however, that no suspension period permitted pursuant to this clause (iv) shall continue for more than 5 consecutive Business Days. (b) Upon the purpose earlier to occur of (1A) including in the Registration Statement any prospectus required under Section 10(a)(3Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspensionmaximum permissible suspension period, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Registration Statement compatible with the Company's ’s best interestsinterest, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (bc) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "“Suspension Event"”), the Company shall give written notice (a "“Suspension Notice"”) to the Holders to suspend sales of the Registrable Shares Shares, and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use effectiveness of the Registration Statement as promptly as possible. No Holder The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the reasonable expense of the Company) all copies other than permanent file copies then in such Holder's ’s possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (cd) Notwithstanding any provision herein to the contrary, subject if the Company shall give a Suspension Notice pursuant to this Section 5 with respect to any Suspension Events or as contemplated by Section 4(f)(iv)Mandatory Registration Statement, each the Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement until by the Registrable number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales; provided such period of time shall not be extended beyond the date that Shares or Additional Shares are not Registrable Shares.

Suspension Period. (a) Subject to the provisions of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the Holders, in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, event for more than an aggregate of 90 ninety (90) days in any consecutive 12-month twelve (12)-month period commencing on the Closing Time Date or more than 60 sixty (60) days in any consecutive 90-day ninety (90)-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before prior to declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offeringthe Company’s initial public offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ’s ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's ’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "“Suspension Event"”), the Company shall give written notice (a "“Suspension Notice"”) to FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's ’s possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Registration Statement shall be maintained effective pursuant to this Agreement until the Registrable Shares and Additional Shares are not Registrable Shares.

Suspension Period. (a) Subject to the provisions of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the Holders, in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), so long as in each of the following cases (1) the Prior Holders and (2) the Holders under both the FBR Mandatory Shelf Registration Statement and Holders Mandatory Shelf Registration Statement are given a substantially similar notice and are required to suspend sales for the same period, if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the 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. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Registration Statement shall be maintained effective pursuant to this Agreement until the Registrable Shares are not Registrable Shares.

Suspension Period. (a) Subject to the provisions Notwithstanding any other provision of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions)2, the Company may direct shall have the Holdersright, in accordance with Section 5(bbut not the obligation, to defer the filing of (but not the preparation of), to or suspend sales of the Registrable Shares pursuant to a use by the Holders of, any Registration Statement for such times as the Company reasonably may determine a period of up to sixty (60) days (unless a longer period is necessary and advisable (but in no event, (Aconsented to by Holders of a Majority of Included Registrable Securities) in the case of clause (i) belowif the Company is subject to any of its customary suspension or blackout periods, for more than 45 consecutive days (all or 60 consecutive days in the case part of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day such period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) upon issuance by the majority Commission of a stop order suspending the members effectiveness of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the such Registration Statement would require disclosure of non-public material information not otherwise required with respect to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company Registrable Securities or the Company's ability initiation of proceedings with respect to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(39(d) or 8(e) of the Securities Act; (2iii) reflecting if the Company believes in good faith that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the prospectus included in Company’s best interests; provided that this exception (y) shall continue to apply only during the Registration Statement any facts time that such material nonpublic information has not been disclosed and remains material; (iv) if the Company elects at such time to offer Company Common Stock or events arising after the effective date other equity securities of the Registration Statement Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of the most-recent post-effective amendment) that, individually assets or in the aggregate, represents a fundamental change in the information set forth therein; similar transaction or (3y) including in meet rating agency and other capital funding requirements or (v) if the prospectus included in Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement; provided that the Holders shall have Piggyback Registration Statement any material information rights with respect to such primary underwritten offering in accordance with and subject to the plan of distribution not disclosed restrictions set forth in the Registration Statement or any material change to such information. Upon the occurrence of Section 2(c) (any such suspensionperiod, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 2(b) and the Company will pay all Registration Expenses in connection with such registration; and provided, further, that in no event shall the Company declare a Suspension Period more than once in any twelve (12) month period. The Company shall use (i) give prompt written notice to the Holders of its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on declaration of a post-effective basis or to take such action as is necessary to make resumed use Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement compatible with the Company's best interestsStatement, as applicablethe case may be, so as may be necessary to permit the Holders to resume sales of the offer and sell their Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below)Securities in accordance with applicable law. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion filing of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events Demand Registration or as contemplated by Section 4(f)(iv), each Shelf Registration Statement shall be maintained effective is suspended pursuant to this Agreement until Section 2(e), once the Registrable Shares are not Registrable SharesSuspension Period ends, the Qualified Holders may request a new Demand Registration or a new Shelf Registration.

Suspension Period. (a) Subject to the provisions Notwithstanding any other provision of this Section 510.1, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the Holders, in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that the right, but not the obligation, to defer the filing of (1) but not the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transactionpreparation of), or (z) suspend the proposed transaction renders use by the Company unable to comply with Commission requirementsMembers of, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the any Registration Statement for a period of up to ninety (90) days (unless a longer period is consented to by Members holding a Majority of Included Registrable Securities) (i) upon issuance by the purpose Commission of (1) including in a stop order suspending the effectiveness of such Registration Statement any prospectus required with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 10(a)(38(d) or 8(e) of the Securities Act, (ii) (x) if the Board determines, in its good faith judgment, that any such registration or offering should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) if the Company believes in good faith that it would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided, that the exception set forth in the preceding clause (ii)(y) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material or (iii) if the Company is pursuing a primary underwritten offering of Registrable Securities pursuant to a Registration Statement; provided, further, that the Members shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 10.1(b) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Members will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 10.1(a) and the Company will pay all Registration Expenses in connection with such registration; provided, further, that in no event shall (A) the Company declare a Suspension Period more than two (2) reflecting times in any twelve (12)-month period or (B) the prospectus included aggregate length of Suspension Periods declared in any twelve (12)-month period exceed one hundred twenty (120) days in total. The Company shall (i) give prompt written notice to the Registration Statement any facts or events arising after the effective date Members of its declaration of a Suspension Period and of the Registration Statement (expiration or termination of the most-recent post-effective amendmentrelevant Suspension Period and (ii) thatpromptly resume the process of filing or requesting for effectiveness, individually or in update the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the suspended Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's best interestsStatement, as applicablethe case may be, so as may be necessary to permit the Holders Members to resume sales of the offer and sell their respective Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below)Securities in accordance with applicable law. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion filing of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Demand Registration Statement shall be maintained effective is suspended pursuant to this Agreement until Section 10.1(d), once the Registrable Shares are not Registrable SharesSuspension Period ends, the Qualified Members may request a new Demand Registration.

Suspension Period. (a) Subject to the provisions of this Section 55 and a good faith determination by the Company that it is in the best interest of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of a such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company Company, by written notice to the Holders, may direct the Holders, in accordance with Section 5(b), Holders to suspend sales of the Registrable Shares pursuant to a such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, event for more than 45 consecutive days (or 60 consecutive 30 days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of any 90-day period or 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90365-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative an underwritten public offering of the underwriters of an Underwritten Offering of primary shares Common Stock by the Company has advised if the Company is advised by the underwriters that the sale concurrent resale of the Registrable Shares by the Holders pursuant to the Mandatory Registration Statement would have a material adverse effect on such Underwritten Offering; the Company’s offering, (ii) the majority of the members of the Board of Directors of there is material non-public information regarding the Company shall have determined which (A) the Company determines not to be in the Company’s best interest to disclose, (B) would, in the good faith that (1) the offer or sale determination of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant require any revisions to the Registration Statement would require disclosure so that it will not contain any untrue statement of non-public a material information fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) which the Company is not otherwise required to disclose, (iii) there is a significant bone fide business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business), including any significant merger, consolidation, tender offer or other similar transaction) available to the Company which the Company determines not to be disclosed under applicable lawin the Company’s best interest to disclose, and or (3) either (xiv) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the a Registration Statement in order to incorporate information into the Registration Statement Company’s quarterly or annual reports or audited financial statements on Forms 10-Q and 10-K; provided, however, that no suspension period permitted pursuant to this clause (iv) shall continue for more than 5 consecutive Business Days. (b) Upon the purpose earlier to occur of (1A) including in the Registration Statement any prospectus required under Section 10(a)(3Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspensionmaximum permissible suspension period, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Registration Statement compatible with the Company's ’s best interestsinterest, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (bc) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "“Suspension Event"”), the Company shall give written notice (a "“Suspension Notice"”) to the Holders to suspend sales of the Registrable Shares Shares, and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use effectiveness of the Registration Statement as promptly as possible. No Holder The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the reasonable expense of the Company) all copies other than permanent file copies then in such Holder's ’s possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (cd) Notwithstanding any provision herein to the contrary, subject if the Company shall give a Suspension Notice pursuant to this Section 5 with respect to any Suspension Events or as contemplated by Section 4(f)(iv)Mandatory Registration Statement, each the Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement until by the Registrable number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales; provided such period of time shall not be extended beyond the date that Shares or Additional Shares are not Registrable Shares.

Suspension Period. (a) Subject to the provisions of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company Partnership may direct the Holders, in accordance with Section 5(b), to suspend sales of the Registrable Shares Units pursuant to a Registration Statement for such times as the Company Partnership reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time Date or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before prior to declaring any post-effective amendment to the Registration Statement effective, provided that the Company Partnership has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), so long as in each of the following cases (1) the Prior Holders and (2) the Holders under the FBR Mandatory Registration Statement and the Holders Mandatory Registration Statement, if applicable, are given a substantially similar notice and are required to suspend sales for the same period, if any of the following events shall occur: (i) except with respect to an initial public offering governed by Section 8, the representative of the underwriters of an Underwritten Offering of primary shares units by the Company Partnership has advised the Company Partnership that the sale of Registrable Shares Units pursuant to the such Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company GP shall have determined in good faith that (1) the offer or sale of any Registrable Shares Units would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the CompanyPartnership, (2) upon the advice of counsel, the sale of Registrable Shares Units pursuant to the such Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and or (3) either (x) the Company Partnership has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company Partnership or the CompanyPartnership's ability to consummate such transaction, or (z) the proposed transaction renders the Company Partnership unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company Partnership shall have determined in good faith, upon the advice of counsel, faith that it is required by law, rule or regulation or Commission published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement including for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company Partnership shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the CompanyPartnership's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Units as soon as possible. (b) In the case of an event that causes the Company Partnership to suspend the use of a Registration Statement (a "Suspension EventSUSPENSION EVENT"), the Company Partnership shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Registration Statement shall be maintained effective pursuant to this Agreement until the Registrable Shares are not Registrable Shares.a

Suspension Period. (a) Subject to the provisions Notwithstanding any other provision of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions)7, the Company may direct Corporation shall have the Holdersright, in accordance with Section 5(b)but not the obligation, to defer the filing of, or suspend sales of the Registrable Shares pursuant to a use by the Holders of, any Registration Statement for such times as the Company reasonably may determine is necessary and advisable a period of up to ninety (but in no event90) days (provided that, (A) in the case of clause a Demand Registration Statement, a longer period may be consented to by Demand Majority) (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment upon issuance by the Commission before declaring any post-effective amendment to of a stop order suspending the effectiveness of such Registration Statement effective, provided that with respect to Registrable Securities or the Company has used its commercially reasonable efforts initiation of proceedings with respect to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(39(d) or 8(e) of the Securities Act, or (ii) (x) if the Board determines, in its good faith judgment, that any such registration or offering should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Corporation or (y) if the Corporation determines in good faith that it would require the Corporation (after consultation with external legal counsel), under applicable securities laws and other applicable laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Corporation determines in good faith that such disclosures at that time would not be in the Corporation’s best interests; provided, that the exception set forth in the preceding clause (i)(y) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material (any such period, a “Suspension Period”); provided, however, that in such event, the Demanding Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 7(a) and the Corporation will pay all Registration Expenses in connection with such registration; provided, further, that in no event shall (A) the Corporation declare a Suspension Period more than two (2) reflecting times in any 365-day period or (B) the prospectus included aggregate length of Suspension Periods declared in any 365-day period exceed one hundred twenty (120) days in total. The Corporation shall (i) give prompt written notice to the Registration Statement any facts or events arising after the effective date Holders of its declaration of a Suspension Period and of the Registration Statement (expiration or termination of the most-recent post-effective amendmentrelevant Suspension Period and (ii) thatpromptly resume the process of filing or requesting for effectiveness, individually or in update the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the suspended Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's best interestsStatement, as applicablethe case may be, so as may be necessary to permit the Holders to resume sales of the offer and sell their respective Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below)Securities in accordance with applicable law. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion filing of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Demand Registration Statement shall be maintained effective is suspended pursuant to this Agreement until Section 7(d), once the Registrable Shares are not Registrable SharesSuspension Period ends, the Demanding Holders may request a new Demand Registration.

Suspension Period. (a) Subject to the provisions of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the Holders, in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, event for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), ) if any of the following events shall occur: (i) the representative of the managing underwriters of an Underwritten Offering initial public offering of primary shares by the Company has have advised the Company that the sale of Registrable Shares shares of Common Stock pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offeringinitial public offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule rule, regulation or regulation Commission-published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the 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. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Registration Statement shall be maintained effective pursuant to this Agreement until the Registrable Shares are not Registrable Shares.

Suspension Period. (a) Subject to the provisions Notwithstanding any other provision of this Section 54.2, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the Holders, in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that the right, but not the obligation, to defer the filing of (1) but not the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transactionpreparation of), or (z) suspend the proposed transaction renders use by the Company unable to comply with Commission requirementsStockholders of, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the any Registration Statement for a period of up to forty-five (45) days (unless a longer period is consented to by Stockholders holding a majority of included Registrable Securities) (i) upon issuance by the purpose Commission of (1) including in a stop order suspending the effectiveness of such Registration Statement any prospectus required with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 10(a)(38(d) or 8(e) of the Securities Act, (ii) (x) if the Board determines, in its good-faith judgment, that any such registration or offering should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) if the Company believes in good faith that it would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided, that the exception set forth in the preceding clause (ii)(y) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material or (iii) if the Company is pursuing a primary underwritten offering of Registrable Securities pursuant to a Registration Statement; provided, that the Stockholders shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 4.2(b) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Stockholders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 4.2(a) and the Company will pay all Registration Expenses in connection with such registration; provided, further, that in no event shall (A) the Company declare a Suspension Period more than two (2) reflecting times in any twelve (12)-month period or (B) the prospectus included aggregate length of Suspension Periods declared in any twelve (12)-month period exceed ninety (90) days in total. The Company shall (i) give prompt written notice to the Registration Statement any facts or events arising after the effective date Stockholders of its declaration of a Suspension Period and of the Registration Statement (expiration or termination of the most-recent post-effective amendmentrelevant Suspension Period and (ii) thatpromptly resume the process of filing or requesting for effectiveness, individually or in update the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the suspended Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's best interestsStatement, as applicablethe case may be, so as may be necessary to permit the Holders Stockholders to resume sales of the offer and sell their respective Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below)Securities in accordance with applicable law. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion filing of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Demand Registration Statement shall be maintained effective is suspended pursuant to this Agreement until Section 4.2(d), once the Registrable Shares are not Registrable SharesSuspension Period ends, the Qualified Stockholders may request a new Demand Registration.

Suspension Period. (a) Subject to the provisions Notwithstanding any other provision of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions)2, the Company may direct shall have the Holders, in accordance with Section 5(bright but not the obligation to defer the filing of (but not the reasonable preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as or after receipt by the Company reasonably may determine is necessary of a Shelf Takedown Request or Demand Request) if the Company determines in good faith, after consultation with its external legal counsel expert in such matters, that: (i) such registration or offering would require the disclosure, under applicable securities laws and advisable (but other laws, of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in no event, (A) good faith that such disclosures at that time would materially affect the Company in an adverse manner; provided that the case of exception in clause (i) below, for more than 45 consecutive days (or 60 consecutive days shall continue to apply only during the time in the case of the IPO Registration Statement) which such material nonpublic information has not been disclosed and (B) in the case of clauses (i), remains material; (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time such registration or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment offering would reasonably be expected to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) any proposal or plan by the majority of the members of the Board of Directors Company, any direct or indirect parent of the Company shall have determined or any of the Company’s subsidiaries to engage in good faith that any material acquisition of assets or stock (1other than in the ordinary course of business) the offer or sale any material plan or proposal of any Registrable Shares would materially impede, delay or interfere with any proposed a significant financing, offer or sale of securities, acquisition, disposition, merger, tender offer, business combination, corporate reorganization, consolidation securities offering, segment reclassification or discontinuation of operations or other significant material transaction or any negotiations or discussions with respect thereto involving the Company, any direct or indirect parent of the Company or any of the Company’s subsidiaries; (2iii) upon such registration or offering would render the advice of counsel, Company unable to comply with requirements under the sale of Registrable Shares pursuant to Securities Act or the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and Exchange Act; or (3) either (xiv) the Company has a bona fide business purpose for preserving deferring or suspending such registration or offering; provided that, the confidentiality period of such transactionany delay or suspension under exceptions (i), (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transactionii), or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority and (iv) shall not exceed a period of the members of the Board of Directors of seventy-five (75) days and any such delays or extensions shall not in aggregate exceed one hundred-five (105) days in any twelve (12) month period (any such period, a “Suspension Period”, and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, a Qualified Holder 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 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 have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment promptly give written notice to the Registration Statement in order Holders of Registrable Securities registered under or pursuant to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Shelf Registration Statement or any material change Demand Registration with respect to such informationits declaration of a Suspension Period and of the expiration of the relevant Suspension Period (a “Suspension Notice”). Upon If the occurrence filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, a Qualified Holder may request a new Demand Registration or a new Underwritten Shelf Takedown (and such suspension, the request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a postnot include any material non-effective basis or to take such action as is necessary to make resumed use of the 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. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as public information in the Suspension Event Notice and or its effect is continuing and the Company is using its best efforts and taking all reasonable steps otherwise provide such information to terminate suspension of the use of the Registration Statement as promptly as possiblea Holder unless specifically requested by a Holder in writing. No A Holder shall not effect any sales of the Registrable Shares Securities pursuant to such a Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares Securities pursuant to the a Registration Statement (or such filings) following further written notice from the Company to such effect (an "“End of Suspension Notice") from the Company”), which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and counsel to the Holders, if any, promptly (but in the manner described above promptly no event later than two (2) Business Days) following the conclusion of any Suspension Event and its effect. (c) Event. Notwithstanding any provision herein to the contrary, subject if the Company gives a Suspension Notice with respect to any Suspension Events or as contemplated by Registration Statement pursuant to this Section 4(f)(iv2(e), each the Company agrees that it shall (i) extend the period which such Registration Statement shall be maintained effective pursuant to this Agreement until 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 by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Shares are not Registrable SharesSecurities covered by such Registration Statement.

Suspension Period. (a) Subject to the provisions of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the Holders, in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days (or 60 consecutive days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time Date or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before prior to declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable best efforts to cause such post-effective amendment to be declared effective), so long as in each of the following cases the Prior Holders are given a substantially similar notice and are required to suspend sales for the same period, if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ’s ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, faith that it is required by law, rule or regulation or Commission published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's ’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "“Suspension Event"”), the Company shall give written notice (a "“Suspension Notice"”) to FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possiblecontinuing. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's ’s possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Registration Statement shall be maintained effective pursuant to this Agreement until the Registrable Shares are not Registrable Shares.

Suspension Period. (a) Subject to the provisions Notwithstanding any other provision of this Section 52. the Company shall have the right, following but not the effectiveness obligation, to defer the filing of a Registration Statement (and but not the filings with any international, federal or state securities commissionspreparation of), or suspend the Company may direct use by the HoldersHolders of, in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a any Registration Statement for such times as the Company reasonably may determine a period of up to sixty (60) days (unless a longer period is necessary and advisable (but in no event, (Aconsented to by Holders of a Majority of Included Registrable Securities) in the case of clause (i) belowif the Company is subject to any of its customary suspension or blackout periods, for more than 45 consecutive days (all or 60 consecutive days in the case part of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day such period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) upon issuance by the majority Commission of a stop order suspending the members effectiveness of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the such Registration Statement would require disclosure of non-public material information not otherwise required with respect to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company Registrable Securities or the Company's ability initiation of proceedings with respect to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(39(d) or 8(e) of the Securities Act; (2iii) reflecting if the Company believes in good faith that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the prospectus included in Company’s best interests; provided that this exception (y) shall continue to apply only during the Registration Statement any facts time that such material nonpublic information has not been disclosed and remains material; (iv) if the Company elects at such time to offer Company Common Stock or events arising after the effective date other equity securities of the Registration Statement Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of the most-recent post-effective amendment) that, individually assets or in the aggregate, represents a fundamental change in the information set forth therein; similar transaction or (3y) including in meet rating agency and other capital funding requirements or (v) if the prospectus included in Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement; provided that the Holders shall have Piggyback Registration Statement any material information rights with respect to such primary underwritten offering in accordance with and subject to the plan of distribution not disclosed restrictions set forth in the Registration Statement or any material change to such information. Upon the occurrence of Section 2(c) (any such suspensionperiod, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 2(b) and the Company will pay all Registration Expenses in connection with such registration; and provided, further, that in no event shall the Company declare a Suspension Period more than once in any twelve (12) month period. The Company shall use (i) give prompt written notice to the Holders of its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on declaration of a post-effective basis or to take such action as is necessary to make resumed use Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement compatible with the Company's best interestsStatement, as applicablethe case may be, so as may be necessary to permit the Holders to resume sales of the offer and sell their Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below)Securities in accordance with applicable law. If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the conclusion filing of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events Demand Registration or as contemplated by Section 4(f)(iv), each Shelf Registration Statement shall be maintained effective is suspended pursuant to this Agreement until Section 2(e), once the Registrable Shares are not Registrable SharesSuspension Period ends, the Qualified Holders may request a new Demand Registration or a new Shelf Registration.

Suspension Period. (ai) Subject Notwithstanding anything herein to the contrary, subject to the provisions of this Section 52(e) and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of any registration statement, following the effectiveness of a Registration Statement such registration statement (and the filings with any international, federal or state securities commissions), the Company Company, by written notice to the Investor, may direct the Holders, in accordance with Section 5(b), Investor to suspend sales of the Registrable Shares Securities pursuant to a Registration Statement such registration statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, event for more than 45 consecutive days (or 60 consecutive 30 days in the case of the IPO Registration Statement) and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of any 90-day period or 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90365-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised there is material non-public information regarding the Company that (A) the sale Company determines not to be in the Company’s best interest to disclose, (B) would, in the good faith determination of Registrable Shares pursuant the Company, require any revisions to the Registration Statement would have so that it will not contain any untrue statement of a material adverse effect on such Underwritten Offering; fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iiC) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information is not otherwise required to disclose, (ii) there is a significant bone fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any significant merger, consolidation, tender offer or other similar transaction) available to the Company which the Company determines not to be disclosed under applicable lawin the Company’s best interest to disclose, and or (3) either (xiii) the Company has is required to file a bona fide post-effective amendment to a Registration Statement to incorporate the Company’s quarterly or annual reports or audited financial statements on Forms 10-Q and 10-K; provided that no suspension period permitted pursuant to this clause (iii) shall continue for more than 5 consecutive business purpose for preserving days. (ii) Upon the confidentiality earlier to occur of such transaction, (yA) disclosure would have a material adverse effect on the Company or delivering to the Company's ability to consummate such transaction, or Investor an End of Suspension Notice (zas defined below) and (B) the proposed transaction renders end of the maximum permissible suspension period, the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to shall promptly amend or supplement the Registration Statement registration statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faithif necessary, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement registration statement compatible with the Company's ’s best interests, as applicable, so as to permit the Holders Investors to resume sales of the Registrable Shares Securities as soon as possible. (biii) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "“Suspension Event"”), the Company shall give written notice (a "“Suspension Notice"”) to the Holders Investor to suspend sales of the Registrable Shares Securities, and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use effectiveness of the Registration Statement as promptly as possible. No Holder The Investor shall not effect any sales of the Registrable Shares Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before prior to receipt of an End of Suspension Notice (as defined below)Notice. If so directed by the Company, each Holder the Investor will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's Investor’s possession of the Prospectus and any Issuer Free Writing Prospectus prospectus covering the Registrable Shares Securities at the time of receipt of the Suspension Notice. The Holders Investor may recommence effecting sales of the Registrable Shares Securities pursuant to the Registration Statement registration statement (or such filings) following further notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders Investor in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 4(f)(iv), each Registration Statement shall be maintained effective pursuant to this Agreement until the Registrable Shares are not Registrable Shares.