Common use of Suspension Clause in Contracts

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall furnish not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Holders Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a certificate signed by the President or Chief Executive Officer “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company stating that Company’s gross revenue for the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any last twelve (12) month period. During months and the Suspension PeriodCompany and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the prospectus relating thereto). The sale of assets by the Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableor by the Controlled Companies.

Suspension. Notwithstanding anything in this Agreement to the contrarycontrary and subject to the limitation set forth in the next succeeding paragraph, if at any time after the effectiveness of the Shelf Registration Statement, the Company shall furnish be entitled to suspend its obligation to file any amendment to the Holders Shelf Registration Statement, furnish any supplement or amendment to a certificate signed Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the President or Chief Executive Officer Commission of a stop order suspending the effectiveness of the Company stating that Shelf Registration Statement or the Board has made initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes Board of effecting offers or sales Directors of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business makes it appropriate to postpone or prospects or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any proposed material transaction involving of the Companyconditions described in clause (A), (iiB) that such premature disclosure would be materially adverse or (C) above, the Company shall give prompt notice (a “Suspension Notice”) thereof to the CompanyHolders. Upon the termination of such condition, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential shall give prompt notice thereof to suspend the use by the Holders of such and shall promptly proceed with all Registration Statement Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to the preceding paragraph for one or more periods (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant theretoeach, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than to exceed, in the aggregate, (x) forty-five (45) days after delivery by in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the obligations of the Company to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the certificate referred to above in this Section 11; provided date on which the Company gives the Holders a notice that the Company shall be entitled to no more than two Suspension Period has terminated and (2) such the date on which the number of days during which a Suspension Periods during Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement to the contrary, if in the event (i) of any non-voluntary demand on the Company by the SEC during the period of effectiveness of any Registration Statement for amendments or supplements to any Registration Statement or related prospectus or for additional information; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; or (iii) of any event or circumstance which requires in order to comply with applicable law the making of any changes in any Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of any Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (based upon the written legal opinion of legal counsel to the Company and provided to counsel to the Holders), then the Company shall furnish to the selling Holders a certificate signed by the President or Chief Executive Officer of the Company stating that setting forth in detail the Board has made the good faith determination (i) that continued use by the Holders facts relating to one or more of the Registration Statement for purposes above described circumstances, and the right of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or selling Holders to use any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period8. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares Securities pursuant to or in reliance upon the any Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable its best efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the (a) The Company shall furnish be entitled on up to three (3) occasions during any twelve-month period, for the Holders a certificate signed by the President or Chief Executive Officer shortest possible period of the Company stating that the Board has made the good faith determination time and no more than sixty (i60) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement consecutive calendar days and no more than ninety (or the prospectus relating thereto90) of material, nonpublic information concerning the Company, its business or prospects or total calendar days during any proposed material transaction involving the Company, twelve-month period (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant theretoperiod, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) to (x) defer any registration of Registrable Securities and shall have the right not more than forty-five to file and not to cause the effectiveness of any registration covering any Registrable Securities, (45y) days after delivery by suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement, if the Company delivers to the Investor a certificate signed by an executive officer certifying that such registration and offering would (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing, acquisition, disposition, reorganization, restructuring, pending or proposed transaction or announcement or other similar transaction or action involving the Company or any of its subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such suspension and an approximation of the anticipated length of such suspension. The Investor shall keep the information contained in such certificate referred confidential subject to above the same terms set forth in this Section 11; provided that 3.03(a)(xiv). (b) If the Company defers any registration of Registrable Securities in response to an Underwritten Offering Notice or requires the Investor or the Holders to suspend any Underwritten Offering, the Investor shall be entitled to no more than two (2) withdraw such Suspension Periods during Underwritten Offering Notice and if it does so, such request shall not be treated for any twelve (12) month period. During purpose as the Suspension Period, none delivery of the Holders shall offer or sell any Registrable Shares an Underwritten Offering Notice pursuant to Section 3.01(f). (c) Notwithstanding the foregoing or in reliance upon anything herein to the Registration Statement (contrary, the application of Section 3.01(f)(iii) or the prospectus relating thereto)Section 3.02(c) shall not be deemed to be a Suspension Period with respect to any Holder. The Company shall use commercially reasonable efforts to terminate any Holders acknowledge that the existence of a Suspension Period as promptly as practicablemay or may not constitute material non-public information.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contrary, if provisions of this Section 2.5 and a good faith determination by the Company shall furnish to that it is in the Holders a certificate signed by the President or Chief Executive Officer best interests of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by of any Registration Statement, following the Holders effectiveness of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers filings with any U.S. federal or sales of Registrable Shares pursuant theretostate securities commissions), then the right of Company, by written notice to the Holders, may direct the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or suspend sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than sixty (60) consecutive days or ninety (90) days in reliance upon any twelve (12)-month period), if any of the following events will occur: (i) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed offer or sale of securities involving the Company; (ii) there is material non-public information regarding the Company that (A) the Company determines not to be in the Company’s best interest to disclose, (B) would, in the good faith determination of the Company, require any revision to the Registration Statement so that it will not contain any untrue statement of a material 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) the Company is not otherwise required to disclose; or (iii) there is a significant bona 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 that the Company determines not to be in the Company’s best interests to disclose. (b) Upon the earlier to occur of (i) the Company delivering to the Holders an End of Suspension Notice, or (ii) the end of the maximum permissible suspension period, the Company will use commercially reasonable efforts to promptly amend or supplement the Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Registration Statement so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company will give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Holders will not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. 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 possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the prospectus relating thereto). The Company, which End of Suspension Notice will be given by the Company shall use commercially reasonable efforts to terminate the Holders in the manner described above promptly following the conclusion of any Suspension Period as promptly as practicableEvent and its effect.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish contrary and subject to the Holders limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Issuer shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a certificate signed Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the President or Chief Executive Officer Commission of a stop order suspending the effectiveness of the Company stating that Shelf Registration Statement or the Board has made initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the Issuer, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (iA), (B) that continued use by or (C) above, the Issuer shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuer shall give prompt notice thereof to the Holders of the and shall promptly proceed with all Registration Statement for purposes of effecting offers or sales of Registrable Shares Actions that were suspended pursuant thereto would require, under the Securities Act, premature disclosure in the to this paragraph. The Issuer may only suspend Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse Actions pursuant to the Companypreceding paragraph for one or more periods (each, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than to exceed, in the aggregate, (x) forty-five (45) days after delivery by in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the Company obligations of the certificate referred Issuer to above pay Additional Interest under the circumstances set forth in this Section 11; provided 5 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuer gives the Holders a notice that the Company shall be entitled to no more than two Suspension Period has terminated and (2) such the date on which the number of days during which a Suspension Periods during Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything to the contrary in this Agreement Agreement, upon notice to the contraryInvestors, if the Company shall furnish may delay, on one (1) occasion in any one hundred eighty (180) day period, the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of any registration statement for up to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination sixty (i60) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure days in the Registration Statement aggregate in any twelve (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a 12)-month period (the a “Suspension Period”) if the Board determines in good faith that there is a valid business purpose for suspension of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11such registration statement; provided that (a) any suspension of a registration statement pursuant to Section 9 shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this Section 4, (b) the Company shall be entitled actively employing in good faith all reasonable best efforts to no more than two (2) launch such registered offering through such Suspension Periods during any twelve Period and (12c) month period. During the Suspension Period, none of Investors are afforded the Holders shall offer or sell any opportunity to include the Registrable Shares pursuant to or Securities offering in reliance upon the Registration Statement (or the prospectus relating thereto)accordance with Section 6. The Company shall use commercially reasonable efforts deliver to terminate any the Investors a certificate signed by an executive officer certifying that such Suspension Period is for a valid business purpose determined by the Board in good faith and such certificate shall contain a statement of the reasons for such Suspension Period and an approximation of the anticipated length of such Suspension Period (provided such notice shall not contain material, non-public information about the Company). If the Company defers any registration of Registrable Securities pursuant to Section 2 or in response to an Underwritten Offering Notice or requires the Investors to suspend any Underwritten Offering, the Investors shall be entitled to withdraw such demand for registration or Underwritten Offering Notice, as promptly applicable, and if it does so, such request shall not be treated for any purpose as practicablethe delivery of an Underwritten Offering Notice pursuant to Section 3. The parties hereto agree and acknowledge that (i) none of the Investors or any of their respective Affiliates or transferees shall be restricted from trading or otherwise transferring any of the Registrable Securities with respect to which a registration statement is effective and (ii) nothing in any existing agreements or any other arrangements involving the Company and any of the Investors or any of their respective Affiliates (contractual or otherwise) shall be construed as limiting any of the Investors’ or any of their respective Affiliates’ or transferees’ ability to trade or otherwise transfer any of the Registrable Securities with respect to which a registration statement is effective.

Suspension. Notwithstanding anything in (a) The rights of the Stockholders to resell the Shares pursuant to this Agreement to and the contrary, if applicable registration statement may be suspended by the Company shall furnish to on the Holders a certificate signed by occurrence of any of the President or Chief Executive Officer following events: (i) the Board of Directors of the Company stating that has voted to conduct a public offering or the Board Company is holding or has made held an "organizational" or "all hands" meeting relating to a public offering, whichever first occurs; (ii) the Company is about to make a public disclosure of information of a material nature; (iii) there then exists material, non-public information relating to the Company the disclosure of which, in the good faith determination (i) that continued use by of its Board of Directors, would not be in the Holders interests of the Registration Statement for purposes of effecting offers Company or sales of Registrable Shares pursuant thereto would requireits stockholders during that time and which the Company is not otherwise, under after consultation with counsel, obligated to disclose; or (iv) the Securities ActCompany is engaged in any activity or transaction at any time that, premature disclosure in the Registration Statement (or the prospectus relating thereto) good faith determination of materialits Board of Directors, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation adversely affected by the Company continued compliance with this Agreement or the continued distribution of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use Shares by the Holders of such Registration Statement Stockholders. (and the prospectus relating theretob) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially all reasonable efforts to terminate minimize the length of any Suspension Period suspension: (i) under Section 7(a)(i), to a period of thirty (30) days, more or less, beginning on the day that notice of a suspension is given to the Stockholders and ending on the earlier of: (A) the date of disclosure of the public offering, or (B) the date which is 30 days after the beginning of the suspension, provided that during such suspension, the Company will proceed with all reasonable efforts to file the appropriate documentation in respect of, and otherwise complete, such public offering as promptly expeditiously as practicable; (ii) under Section 7(a)(ii), to a period of three (3) business days, more or less; (iii) under Section 7(a)(iii) or 7(a)(iv), if the activity is a prospective acquisition by the Company, to a period beginning when the notice of suspension is given to the Stockholders and ending on the earlier of: (A) the closing of the transaction and the making of all required filings under the Securities Act or Exchange Act, or (B) the date on which discussions regarding the acquisition are terminated, or (C) the disclosure of the acquisition, unless, despite such disclosure, the continued distribution of the Shares by the Stockholders pursuant to the applicable registration statement would violate the Securities Act; and (iv) under Section 7(a)(iii) or 7(a)(iv), for any reason other than a prospective acquisition by the Company, to a period beginning when the notice of suspension is given to the Stockholders and ending on the earlier of: (A) the disclosure of the activity, or (B) the reason is no longer operative. (c) The period during which any registration statement filed pursuant to Section 5 remains effective shall be extended by any period during which resales of Shares pursuant to such registration statement are suspended pursuant to this Section 7.

Suspension. Notwithstanding anything in this Agreement to the contrary, if in the event (i) of any non-voluntary demand on the Company by the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which requires to comply with applicable law the making of any changes in a Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall furnish to the selling Holders a certificate signed by the President or Chief Executive Officer of the Company stating that setting forth in detail the Board has made the good faith determination (i) that continued use by the Holders facts relating to one or more of the Registration Statement for purposes above described circumstances, and the right of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse selling Holders to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such a Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five ten (4510) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares Securities pursuant to or in reliance upon the a Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable its best efforts to terminate any Suspension Period as promptly as practicable.

Suspension. (a) Notwithstanding anything in any of the other provisions of this Agreement Agreement, but subject to Section 9(b) hereof, the contraryCompany shall have the right on one or more occasions to delay the filing, amendment or effectiveness of a Shelf Registration Statement or, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Shelf Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would requirehas become effective, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders effectiveness of such Registration Statement (and in the prospectus relating thereto) for purposes event that the board of effecting offers or sales of Registrable Shares pursuant thereto, then the right directors of the Holders to use Company determines in its reasonable good faith judgment that (i) the filing, declaration of effectiveness or continued effectiveness of such Shelf Registration Statement at such time would require the Company to disclose therein a proposed or consummated financing, reorganization or recapitalization, or pending or consummated negotiations relating to a merger, consolidation, acquisition or similar transaction or other business transaction, or other material event, which disclosure in the reasonable judgment of the Company, would adversely affect the Company or (and ii) pro forma and/or historical financial statements meeting the prospectus relating theretorequirements of the Securities Act as a result of any transaction described in clause (i) for purposes of effecting offers above are not available at such time. Any delay or sales of Registrable Shares suspension period pursuant thereto to this Section 9(a) shall be suspended for begin on the date specified in a period (the “Suspension Period”) of not more than forty-five (45) days after delivery written notice given by the Company of to the certificate referred Holders and shall end on the date specified in a subsequent written notice given by the Company to above in this Section 11; provided that the Holders. If the Company shall exercise its right to delay the filing, amendment or effectiveness of a Shelf Registration Statement pursuant to this Section 9(a), the period within which such Shelf Registration Statement must be entitled declared effective or during which the effectiveness of such Shelf Registration Statement must be maintained pursuant to no more than two this Agreement shall be extended by the number of days of the delay or suspension period. (2b) such Suspension Periods during The Company may give a delay or suspension notice pursuant to Section 9(a) hereof at any twelve (time and from time to time; provided, however, that the aggregate of all delay and suspension periods shall not exceed 45 days in any three-month period or 90 days in the aggregate in any 12) -month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement (a) Suspension after an Event of Default, or pending investigatory or criminal proceedings concerning an event that would constitute an Event of Default if resolved contrary to the contraryinterests of Provider or a Person for which Provider may be responsible, if the Company shall furnish to the Holders not constitute a certificate signed by the President waiver or Chief Executive Officer release of any liability of Provider for such Event of Default or any of the Company stating City’s damages or other remedies arising out of such Event of Default; nor shall such suspension be deemed an election of remedies in derogation of any other remedy. (b) Provider acknowledges that the Board has made City shall have the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would requireright, under the Securities Actin its sole discretion, premature disclosure to suspend Provider’s performance in the Registration Statement event City Council does not appropriate funds for the performance of this Contract. (or c) If the prospectus relating thereto) of materialCity issues a Suspension Notice to Provider, nonpublic information concerning such suspension shall continue from the Company, its business or prospects or any proposed material transaction involving effective date specified in the Company, (ii) that such premature disclosure would be materially adverse to Suspension Notice until a date specified in the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto Suspension Notice which shall be suspended for a period not more than one hundred eighty (180) days after the effective date (the “Suspension Period”) ). On or prior to the expiration of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none the City shall either terminate this Contract by giving a Termination Notice pursuant to Section 12.1 (Termination or Suspension for Any Reason) above; or issue a new Suspension Notice; or by notice to Provider, instruct Provider to resume the delivery of Services and Deliverables pursuant to this Contract upon the expiration of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto)Suspension Period. The Company City may exercise its right to amend the Contract to add an Additional Term without waiving the suspension; but in the absence of the City’s notice of intent to enter into such amendment, Provider shall use commercially reasonable efforts to terminate any Services and Deliverables at the end of the Term even if the Suspension Period as promptly as practicablehas not yet expired. (d) After issuing a Suspension Notice, the City shall pay any invoices submitted by Provider for Services rendered prior to the commencement of the Suspension Period or otherwise payable by the City to Provider under this Contract, subject to all the City’s rights and remedies against Provider, including, but not limited to, its rights of set off and its right to review and accept Services and Deliverables prior to payment therefor.

Suspension. Notwithstanding anything in this Agreement 32.1 The Owner shall have the right to suspend the Works and/or the Sub-Contract Works or any part thereof (the "Suspended Works") from the date, for the period and to the contraryextent detailed in a notice, if for any of the Company following reasons: (a) in the event that suspension is necessary for the proper execution or safety of the Suspended Works, or safety of persons or property; or (b) to suit the convenience of the Owner. 32.2 The Contractor shall furnish not exercise its right to suspend the Holders a certificate signed Sub-Contract Works in accordance with Clause 41.1(b) of the GIMI Topsides Agreement unless instructed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company Owner. 32.3 Upon receipt of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend notice, the use Contractor shall, unless instructed in writing by the Holders Owner otherwise: (a) discontinue the Suspended Works detailed in the notice, on the date, for the period and to the extent specified; (b) properly protect and secure the Works, including any action reasonably required by the Owner, and including taking necessary measures for the preservation of the Works already executed (if any); (c) take all reasonable measures to minimize the resulting costs, expenses and losses, including placing no further orders and making no further subcontracts with its suppliers with respect to the Suspended Works other than as specified in the notice; (d) promptly make reasonable effort to obtain suspension of all outstanding orders and subcontracts to the extent they relate to the execution of the portion of the Suspended Works; and (e) continue to perform all unsuspended parts of the Works. 32.4 As a result of any such Registration Statement suspension, the Conversion Price, Redelivery Date and Project Schedule shall be adjusted as relevant in accordance with Article 14 (Variations), except where the suspension for safety reasons is solely caused by the Contractor. 32.5 Where such suspension has been called by the Owner, the Owner shall be fully responsible for any resulting adjustments of the Conversion Price in accordance with this Agreement. The Owner shall pay the Contractor for any costs incurred by the Contractor as a result of the suspension on a monthly basis. 32.6 The Owner may, by further notice, instruct the Contractor to resume the Suspended Works to the extent specified. 32.7 In the event of any suspension, the Owner and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto Contractor shall be suspended for a period (the “Suspension Period”) of meet at not more than fortyseven (7) Day intervals with a view to agreeing a mutually acceptable course of action during the suspension. 32.8 If the period of any suspension pursuant to Article 32.1 (Suspension) exceeds thirty (30) consecutive Days per occurrence or ninety (90) Days in the aggregate, the Contractor may serve a written notice on the Owner requesting written permission within seven (7) Days from the Owner's receipt of such notice to proceed with the Suspended Works. If within such period the Owner does not grant such permission the Contractor or the Sub-five Contractor, by a further notice, may at its option treat the suspension as either: (45a) days after delivery by the Company where it affects part only of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension PeriodWorks, none and/or of the Holders shall offer or sell any Registrable Shares Sub-Contract Works a deletion of such part under Article 14 (Variations); or (b) where it affects the whole of the Works, and/or the Sub-Contract Works, termination in accordance with Article 34 (Termination for Convenience). 32.9 As soon as possible after the Contractor and/or the Sub-Contractor re-commences performance of the Works and/or the Sub-Contract Works following suspension pursuant to Article 32.1 (Suspension) or 32.2 (Suspension) (as applicable) the parties shall discuss in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall good faith and use commercially reasonable efforts to terminate agree any Suspension Period as promptly as practicableextension of time to which the Contractor and/or the Sub-Contractor may be entitled pursuant to Article 32.4 (Suspension) and Clause 41.3 of the GIMI Topsides Agreement. 32.10 For the avoidance of doubt, a suspension under this Article 32 (Suspension) shall not affect the Owner's payment obligations under Article 16 (Contract Price and Terms of Payment).

Suspension. Notwithstanding anything Each Holder will be deemed to have agreed by virtue of its acquisition of Registrable Securities that, in this Agreement connection with any registrations of Registrable Securities effected pursuant to Section 2, 3 or 4, upon receipt of any notice from NBCi of the occurrence of any event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(v) or 5(c)(vi) ("SUSPENSION NOTICE"), NBCi's obligation to cause any Registration Statement to become effective or to amend or supplement such Registration Statement shall be suspended and such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus (a "BLACK-OUT") until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(k), or until it is advised in writing (the "ADVICE") by NBCi that the use of the applicable Prospectus may be resumed, and such Holder has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus. Except as expressly provided herein, there shall be no limitation with regard to the contrarynumber of Suspension Notices that NBCi is entitled to give hereunder; PROVIDED, if HOWEVER, that in no event shall the Company shall furnish to aggregate number of days during any period of 12 consecutive months during which the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination are subject to (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares postponement pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Companyto Section 2(d), (ii) that such premature disclosure would be materially adverse postponement pursuant to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely Section 3(d) and (iii) Black-Out pursuant to this Section 7 exceed 90 days; PROVIDED, FURTHER, that it is therefore essential any postponement with respect to suspend an Initial CNET Demand shall be disregarded in determining the use aggregate number of days during any 12-month period]. In the event NBCi shall give a Suspension Notice, the time period prescribed in Section 2 or Section 3 will be extended by the Holders number of days during the time period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement shall have received (and x) the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right copies of the Holders to use supplemented or amended Prospectus contemplated by Section 5(k) or (y) the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableAdvice.

Suspension. Notwithstanding anything in this Agreement to the contraryforegoing obligations, if the Company shall furnish furnishes to the Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the President or Chief Executive Officer of the Company Company’s chief executive officer stating that the Board has made in the good faith determination judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers materially interfere with a significant acquisition, corporate reorganization, or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material other similar transaction involving the Company, ; (ii) that such require premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed of material transaction or would make the successful consummation by information that the Company of any such material transaction significantly less likely and has a bona fide business purpose for preserving as confidential (an “Adverse Disclosure”); or (iii) that it is therefore essential render the Company unable to suspend comply with requirements under the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers Securities Act or sales of Registrable Shares pursuant theretoExchange Act, then the Company shall have the right to defer taking action with respect to such filing, upon notice thereof to each Holder (provided that the Company shall disclose the reason for the Company’s exercise of the Holders such right to use the Registration Statement (any Holder only upon such Holder’s written request), and the prospectus relating thereto) for purposes of effecting offers any time periods with respect to filing or sales of Registrable Shares pursuant thereto effectiveness thereof shall be suspended tolled correspondingly, for a period (the “Suspension Period”) of not more than forty-five sixty (4560) days after delivery by the Company request of the certificate referred to above in this Section 11Initiating Holders is given (a “Suspension Event”); provided that the Company shall be entitled to no may not invoke this right more than two (2) such Suspension Periods during twice in any twelve (12) month periodperiod and may not invoke this right within thirty (30) days after the end of a prior suspension pursuant hereto; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such thirty (30) day period other than an Excluded Registration. During In addition, if in the Suspension Period, none good faith judgment of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon Board of Directors the continued use of a Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Shelf Requesting Holders, suspend use of the Shelf Registration Statement for a period of not more than sixty (60) days (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension more than twice during any twelve (12)-month period and may not invoke this right within thirty (30) days after the end of a prior Shelf Suspension or within the first sixty (60) days after the effectiveness of the Shelf Registration Statement; provided, further, that the Company shall not be permitted to exercise a Shelf Suspension more than once during the first twelve (12)-month period after the effective date of the Shelf Registration Statement if the filing or effectiveness thereof was the subject of a Suspension Event in accordance with the immediately preceding sentence. In the case of a Shelf Suspension, the Shelf Requesting Holders agree to suspend use of the applicable prospectus relating thereto)in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Shelf Requesting Holders in writing upon the termination of any Shelf Suspension, amend or supplement the applicable prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Shelf Requesting Holders such numbers of copies of such prospectus as so amended or supplemented as the Shelf Requesting Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Requesting Holders holding a majority of Registrable Securities that are included in such Shelf Registration Statement. Notwithstanding the foregoing provisions of this Subsection 2.1(f), the Company may not postpone the filing or effectiveness of, or suspend use commercially reasonable efforts of, a Registration Statement past the date upon which the applicable Suspension Event ends or is no longer applicable, or in the case of a Shelf Suspension or a Suspension Event relating to terminate any Suspension Period as promptly as practicableAdverse Disclosure, the applicable Adverse Disclosure ceases to be material, is disclosed to the public or is otherwise no longer confidential.

Suspension. Notwithstanding anything in this Agreement to In the contrary, if case of a registration for the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales sale of Registrable Shares pursuant thereto would requireSecurities, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company upon receipt of any such material transaction significantly less likely and notice (iiia "Suspension Notice") that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by from the Company of the certificate referred happening of any event which makes any statement made in the registration statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus so that they will not contain any untrue statement of a material fact or omit to above state any material fact required to be stated therein or necessary to make the statements therein in this Section 11light of the circumstances under which they were made not misleading, each Holder of Registrable Securities registered under such registration statement shall forthwith discontinue disposition of such Registrable Securities pursuant to such registration statement until such Holder's receipt of the copies of the supplemented or amended prospectus or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus; provided provided, however, that the Company shall be entitled to no not give a Suspension Notice until after the registration statement has been declared effective and shall not give more than two (2) such one Suspension Periods Notice to the Holders in respect to all Registrable Securities and pursuant to this Section 5.5 during any twelve period of 12 consecutive months and in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended prospectus (12) month period. During the "Suspension Period") exceed 60 days. In the event that the Company shall give any Suspension Notice, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable its best efforts and take such actions as are reasonably necessary to terminate any render the Advice and end the Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement SECTION 23.1. The Owner may, by written notice to the contraryContractor, if order the Company Contractor to suspend performance of any or all of its obligations under the Contract. Such notice shall furnish specify the obligations as to which performance is to be suspended, the commencement date of the suspension and the reasons therefor. The Contractor shall thereupon suspend performance of such obligation (except those obligations necessary for the care or preservation of the Works) until ordered in writing to resume such performance by the Owner. If, by virtue of a suspension order given by the Owner, other than by reason of the Contractor's default or breach of the Contract, the Contractor's performance of any of its obligations is suspended for an aggregate period of more than one hundred fifty (150) Days, then at any time thereafter and provided that at that time such performance is still suspended, the Contractor may give a notice to the Holders a certificate signed by Owner requiring that the President or Chief Executive Officer Owner shall, within thirty (30) Days of receipt of the Company stating that notice, order the Board has made resumption of such performance or request and subsequently order a Change in accordance with Article 12 excluding the good faith determination performance of the suspended obligation from the Contract. If the Owner fails to do so within such period, the Contractor may, by a further notice to the Owner, elect to treat the suspension as termination of the Contract under Article 24. SECTION 23.2. If (i) that continued use by the Holders Owner has failed to pay any approved invoice under the Contract within the fourteen (14) Days after the expiry of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure thirty (30) Day period provided in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the CompanySection 9.3, (ii) that such premature disclosure would be materially adverse the Owner has failed to approve any invoice or supporting document without just cause pursuant to Section 9.2 within thirty (30) Days after notice to the Company, its business Owner that the Contractor considers the Owner's failure to be without just cause or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it an event of default has occurred under one or more loan agreements to which the Owner is therefore essential to suspend the use by the Holders of such Registration Statement (a party and the prospectus relating theretoOwner's creditors thereunder have accelerated the debt under such loan agreements, and within sixty (60) for purposes of effecting offers or sales of Registrable Shares pursuant theretoDays after such acceleration suitable payment assurances reasonably satisfactory to the Contractor have not been provided to the Contractor, then the right Contractor may, in each case by sixteen (16) Days' notice to the Owner, suspend performance of all or any of its obligations under the Holders to use Contract, or reduce the Registration Statement (and rate of progress until the prospectus relating thereto) for purposes Owner has remedied its failure. In the case of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery claim by the Company of the certificate referred to above in this Section 11; provided Contractor that the Company Owner has failed to approve an invoice or supporting documents without just cause, the Owner shall be entitled to no more prevent such suspension of performance by providing to the Contractor security for the payment of the amounts in dispute in the form of a deposit or a standby bank guarantee (which bank guarantee shall not be first demand but shall otherwise be generally consistent with the tenor of the bank guarantees to be provided under Section 10.1). SECTION 23.3. If the Contractor's performance of its obligations is suspended or the rate of progress is reduced pursuant to this Section 23 (other than two (2) by reason of a Contractor default or breach of the Contract), then the Time Schedule shall be extended accordingly pursuant to Section 8.9, and any and all additional costs or expenses incurred by the Contractor as a result of such Suspension Periods during any twelve (12) month periodsuspension or reduction shall be paid by the Owner to the Contractor in addition to the Contract Price pursuant to Section 9.8, except in the case of suspension or reduction in the rate of progress by reason of the Contractor's default or breach of the Contract. SECTION 23.4. During the Suspension Periodperiod of suspension, none the Contractor shall not be entitled to payment of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon Contract Price otherwise payable during the Registration Statement period of such suspension (or the prospectus relating theretoother than previously approved invoices that are payable during such period). The Company Upon resumption by the Contractor of all activities affected by a suspension, the Owner shall use commercially reasonable efforts resume payments of the Contract Price with adjusted payment dates. During any suspension, the Contractor shall not remove from the Site any Materials or equipment, any part of the Works or any Contractor's Equipment without the prior written consent of the Owner and shall, unless otherwise instructed by Owner, cover up and continue to terminate any Suspension Period as promptly as practicablepreserve the Works.

Suspension. (a) Notwithstanding anything any other provision of this Agreement, in this Agreement the event that the Company determines in good faith that one or more of the following circumstances exist, the Company may, at its option, (x) defer any registration of Registrable Securities and shall have the right not to file and not to cause the contraryeffectiveness of any registration covering any Registrable Securities, (y) suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement for the applicable following periods: (i) for not more than 90 days in the aggregate in any 180-day period, if the Company reasonably believes that any registration, filing, sale or offering would require the Company to make disclosures of material non-public information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception shall furnish continue to apply only during the Holders a certificate signed time that such material non-public information has not been publicly disclosed by the President or Chief Executive Officer Company; and (ii) for not more than 90 days in the aggregate in any 180-day period, if the Company is pursuing a primary underwritten offering of securities of the Company. (b) In addition, the Company stating that shall have the Board has made the good faith determination (i) that continued use by right, exercisable at its option, once in any 12-month period, to require the Holders of the Registration Statement for purposes of effecting offers Registrable Securities to suspend any sale or sales offerings of Registrable Shares Securities pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended a registration statement for a period (the “Suspension Period”) of not more than forty-five (45) 90 days after delivery by from the date of receipt of such notice of suspension if the Company elects at such time to offer securities of the certificate referred to above Company in this Section 11connection with a material merger, third-party tender offer or exchange offer or other business combination, acquisition of assets or similar transaction; provided that or (c) If the Company defers any registration of Registrable Securities in response to an Underwritten Offering Notice or requires the Holders to suspend any Underwritten Offering, any Holder shall be entitled to no more than two (2) withdraw such Suspension Periods during Underwritten Offering Notice and if it does so, such request shall not be treated for any twelve (12) month period. During purpose as the Suspension Period, none delivery of the Holders shall offer or sell any Registrable Shares an Underwritten Offering Notice pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableSection 1.05.

Suspension. Notwithstanding anything to the contrary contained in this Agreement Article II, but subject to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above limitations set forth in this Section 11; provided that 2.5, the Company shall be entitled to no more than suspend its obligation to (a) file or submit (but not to prepare) any Registration Statement in connection with any Demand Registration or Shelf Registration, (b) file or submit any amendment to such a Registration Statement, (c) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (d) make any other filing with the SEC, (e) cause such a Registration Statement or other filing with the SEC to become or remain effective or (f) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (i) the issuance by the SEC of a stop order suspending the effectiveness of any such Registration Statement or the initiation of proceedings with respect to such a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) the Board of Directors’ determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries or (iii) the Company possessing material non-public information the disclosure of which the Board of Directors determines, in its good faith judgment, would reasonably be expected to not be in the best interests of the Company. Upon the occurrence of any of the conditions described in clause (i), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to clause (ii) or (iii) above on two (2) such Suspension Periods occasions during any twelve period of 12 consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of 90 days (12which period may not be extended or renewed) during such 12 consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Holders a notice that the Suspension Period has terminated and (y) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day limit during such 12 consecutive month period. During If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.5, once the Suspension PeriodPeriod ends the Holders requesting such registration may request a new Demand Registration or Shelf Registration (and any such request for a Demand Registration shall not be counted as an additional Demand Registration for purposes of Section 2.1(a)). Notwithstanding anything to the contrary in this Article II, none the Company shall not be in breach of, or have failed to comply with, any obligation under this Article II where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for disclosure to the Registration Participants or Holders, as applicable, and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such Registration Participants or Holders with respect to its investment in the Common Stock and agree to keep it confidential, (b) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to confidentiality arrangements with such Holder, (c) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (d) as required by applicable Law (provided, that the Holder gives prior written notice to the Company of such requirement and the contents of the Holders shall offer or sell proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any Registrable Shares pursuant other Holder who is subject to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableforegoing confidentiality requirement.

Suspension. Notwithstanding anything to the contrary in this Agreement Agreement, upon notice to the contraryInvestors, if the Company shall furnish may delay, on two (2) occasions in any twelve (12)-month period, the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of any registration statement for up to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination ninety (i90) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure days in the Registration Statement aggregate in any twelve (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a 12)-month period (the a “Suspension Period”) if the Board determines in good faith that there is a valid business purpose for suspension of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11such registration statement; provided that (a) any suspension of a registration statement pursuant to Section 9 shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this Section 4, (b) the Company shall be entitled actively employing in good faith all reasonable best efforts to no more than two (2) launch such registered offering through such Suspension Periods during any twelve Period and (12c) month period. During the Suspension Period, none of Investors are afforded the Holders shall offer or sell any opportunity to include the Registrable Shares pursuant to or Securities offering in reliance upon the Registration Statement (or the prospectus relating thereto)accordance with Section 6. The Company shall use commercially reasonable efforts to terminate any notify the Investors in writing that such Suspension Period is for a valid business purpose determined by the Board in good faith and such certificate shall contain a statement of the reasons for such Suspension Period and an approximation of the anticipated length of such Suspension Period (provided such notice shall not contain material, non-public information about the Company). If the Company defers any registration of Registrable Securities pursuant to Section 2 or in response to an Underwritten Offering Notice or requires the Investors to suspend any Underwritten Offering, the Investors shall be entitled to withdraw such demand for registration or Underwritten Offering Notice, as promptly applicable, and if it does so, such request shall not be treated for any purpose as practicablethe delivery of an Underwritten Offering Notice pursuant to Section 3.

Suspension. Notwithstanding anything in this Agreement to the contrary, if in the event (i) of any non-voluntary demand on the Company by the SEC or any other federal or state governmental authority during the period of effectiveness of any Registration Statement for amendments or supplements to any Registration Statement or related prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which requires in order to comply with applicable law the making of any changes in any Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of any Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall furnish to the selling Holders a certificate signed by the President or Chief Executive Officer of the Company stating that setting forth in detail the Board has made the good faith determination (i) that continued use by the Holders facts relating to one or more of the Registration Statement for purposes above described circumstances, and the right of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or selling Holders to use any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five ten (4510) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period9. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares Securities pursuant to or in reliance upon the any Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable its best efforts to terminate any Suspension Period as promptly as practicable.

Suspension. 10.1 The Company may suspend you from your duties on full pay to allow the Company to investigate any bona-fide complaint made against you in relation to your employment with the Company. No such suspension shall last more than thirty (30) days unless, before the end of the initial thirty (30) day period, the Company provides you with written notice explaining why the suspension will last for up to an additional thirty (30) days; in no event shall such suspension be extended a second time without your written consent. Any suspension that complies with this clause 10 shall not constitute a material breach of this Contract. Notwithstanding anything in any other provision of this Agreement Agreement, you may at any time (including during the pendency of any suspension) assert that there is a basis unrelated to the contrary, if the Company shall furnish suspension to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided claim that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none is in material breach of the Holders Contract; and any suspension conducted in accordance with this clause 10 shall offer not alter or sell delay the effectiveness of any Registrable Shares pursuant notice delivered by you in accordance with clause 9.2 prior to the initiation of such suspension. 10.2 Provided you continue to enjoy your full contractual benefits and receive your pay in accordance with this Contract, the Company may in its absolute discretion do all or in reliance upon any of the Registration Statement (following during the notice period or any part of the notice period, after you or the prospectus relating theretoCompany have given notice of termination to the other, without breaching this Contract or incurring any liability or giving rise to any claim against it: 10.2.1 exclude you from the premises of any company of the CME Group; 10.2.2 require you to carry out only specified duties (consistent with your status, role and experience) or to carry out no duties; 10.2.3 announce to any of its employees, suppliers, customers and business partners that you have been given notice of termination or have resigned (as the case may be). The , but in any case only to the extent that the Company shall use commercially is required to do so by a regulatory obligation; 10.2.4 prohibit you from communicating in any way with any or all of the suppliers, customers, business partners, employees, agents or representatives of the CME Group until your employment has terminated except to the extent that you are authorised by the General Counsel of CME Ltd. in writing; and 10.2.5 require you to comply with any other reasonable efforts conditions imposed by the Company. 10.3 You will continue to terminate any Suspension Period be bound by all obligations owed to the Company under this Contract until termination of this Contract in accordance with clause 9 or such later date as promptly as practicableprovided herein.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer A. Suspension of certification will occur if: a. Any of the terms of this agreement are not met or are misused in any way b. Any actions or statements made that can be construed as slanderous or with malicious intent towards Company or its techniques, services, products, instructors or company affiliates X. Xxxxxxxxxx will take place at the sole discretion of Company's founder, Xxxxxxx Xxxx XX, or a Throga LLC appointed administrator in his absence C. If your certification becomes suspended for any reason, you will be notified immediately and will have 30 days to resolve any issues or disputes. If an issue or dispute cannot be resolved, your certification will be cancelled for an indefinite period of time A. You have the option to cancel your certification as a Throga instructor at any time, for any reason, upon request B. If certification is cancelled within a two year period of initially being added to Throga’s website (all CTI are post-dated to January 1st, 2019 due to significant changes in program), you will be responsible for reimbursing all advertising costs related to promoting you as a CTI, including online advertising (such as Facebook, Instagram and Google) and any promotional videos that were made at Company’s expense. Amount is not to exceed $2500, even if significantly more has been invested by Company, which would be due within 90 days of notification C. Removal of all related benefits listed in Section 1 of this agreement will take place within a 30 day period of notification D. All Throga logos and title of “Certified Throga Instructor” must be removed from your website(s), social media, marketing materials, products or services immediately. However, you can still state that you were a “Certified Throga Instructor from (month/year to month/year)”, so long as there are no negative or slanderous implications about Company, it’s techniques, other CTIs, Xxxxxxx Xxxx IV and/or Company affiliates E. There will be no monetary compensation for your time, services, or contributions to Company during your time as a CTI. Any monies due to you from the TBS will be paid at the next Payroll F. You agree to never use Company’s name, logo, branding or related techniques, including the terminology and concepts used as part of the Throga Guidelines and the 7 Dimensions of Singing, or any derivative or variations thereof, in verbal or written form, in private or in public, without a fully executed written agreement from Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.you can do so

Suspension. Notwithstanding anything 9.1. OmboriGrid reserves the right to (with advance notice to the Customer where possible or where required by applicable law) suspend, modify or discontinue the Service, or any part thereof, for the Customer and/or any User (as determined in OmboriGrid’s sole discretion), and to take all other actions permitted by law, if: a) OmboriGrid determines such course of action necessary to prevent, stop or manage any significant security, safety, strategic or operational incident or potential harm to OmboriGrid or Customer; b) required, in OmboriGrid’s sole discretion, to update, improve, modify, or change the Service or to perform any other maintenance work as regards the Service; c) required by law, regulation, court order or a governmental authority having jurisdiction over OmboriGrid, any of its Affiliates, an Approved Partner, or Customer; d) Customer fails to pay due amounts in full to OmboriGrid, any of its Affiliates or to an Approved Partner, as applicable; e) OmboriGrid has reason to believe that Customer has acted in breach of this Agreement; or f) OmboriGrid has reason to believe that a User has acted in breach of the Acceptable Use Policy. 9.2. If the cause for suspension can be remedied, OmboriGrid will notify the Customer or affected Users of the measures needed to restore the Service. If the Customer or affected User fails to take such measures within a reasonable period of time, OmboriGrid may, without prejudice to other remedies available to OmboriGrid under this Agreement or the Acceptable Use Policy, permanently shut down and cancel affected Account(s) from the Service. 9.3. Except as expressly provided herein, OmboriGrid shall have no obligation to notify the Customer or any User prior to a suspension, modification or discontinuation of the Service or any part thereof. 9.4. OmboriGrid shall not be liable to the contraryCustomer or any third party for any such modification, if the Company shall furnish to the Holders a certificate signed by the President suspension or Chief Executive Officer discontinuation of the Company stating that Customer’s or individual Users’ rights to access and Use the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableService.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish contrary and subject to the Holders limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Issuers and the Guarantors shall be entitled to suspend their obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a certificate signed Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the President or Chief Executive Officer Commission of a stop order suspending the effectiveness of the Company stating that Shelf Registration Statement or the Board has made initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the general partner of Parent, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (iA), (B) that continued use by or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuers shall give prompt notice thereof to the Holders of the and shall promptly proceed with all Registration Statement for purposes of effecting offers or sales of Registrable Shares Actions that were suspended pursuant thereto would require, under the Securities Act, premature disclosure in the to this paragraph. The Issuers may only suspend Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse Actions pursuant to the Companypreceding paragraph for one or more periods (each, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than to exceed, in the aggregate, (x) forty-five (45) days after delivery by in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the Company obligations of the certificate referred Issuers to above pay Additional Interest under the circumstances set forth in this Section 11; provided 5 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the Company shall be entitled to no more than two Suspension Period has terminated and (2) such the date on which the number of days during which a Suspension Periods during Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. (a) Notwithstanding anything any of the other provisions of this Agreement, but subject to Section 4(c) hereof, in the case of a Shelf Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of a written notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Shelf Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such written notice. If the Company and the Guarantors shall give any such written notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement pursuant to this Section 4(a), the Company and the Guarantors shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the contrarydate when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. (b) Notwithstanding any of the other provisions of this Agreement, but subject to Section 4(c) hereof, the Company shall have the right on one or more occasions to delay the filing, amendment or effectiveness of a Shelf Registration Statement or, if the Shelf Registration Statement has become effective, to suspend the distribution or disposition of each Holder's Registrable Securities pursuant to such Registration Statement in the event that the board of directors of the Company determines in its reasonable good faith judgment that (i) the filing, declaration of effectiveness or continued effectiveness of such Shelf Registration Statement at such time would require the Company to disclose therein a proposed or consummated financing, reorganization or recapitalization, or pending or consummated negotiations relating to a merger, consolidation, acquisition or similar transaction or other business transaction, or other material event, which would otherwise adversely affect the Company or (ii) pro forma and/or historical financial statements meeting the requirements of the Securities Act as a result of any transaction described in clause (i) above are not available at such time. Any delay or suspension period pursuant to this Section 4(b) shall furnish begin on the date specified in a written notice given by the Company to the Holders and shall end on the date specified in a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation subsequent written notice given by the Company to the Holders. If the Company shall exercise its right to delay the filing, amendment or effectiveness of any such material transaction significantly less likely and (iii) that it is therefore essential a Shelf Registration Statement or to suspend the use by the Holders distribution or disposition of each Holder's Registrable Securities pursuant to such Registration Statement (and pursuant to this Section 4(b), the prospectus relating thereto) for purposes period within which such Shelf Registration Statement must be declared effective or during which the effectiveness of effecting offers or sales such Shelf Registration Statement must maintained pursuant to this Agreement shall be extended by the number of Registrable Shares pursuant thereto, then the right days of the Holders delay or suspension period. (c) The Company may give a delay or suspension notice pursuant to use the Registration Statement (Section 4 hereof at any time and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred from time to above in this Section 11time; provided that the Company shall be entitled to no more than two (2) such Suspension Periods aggregate of all delay and suspension periods during any twelve (12) month period. During the Suspension Period, none of the Holders 365-day period shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicablenot exceed 90 days.

Suspension. Notwithstanding anything to the contrary in this Agreement Agreement, upon notice to the contraryInvestors, if the Company shall furnish may delay, on one (1) occasion in any one hundred eighty (180) day period, the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of any registration statement for up to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination sixty (i60) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure days in the Registration Statement aggregate in any twelve (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a 12)-month period (the a “Suspension Period”) if the Board determines in good faith that there is a valid business purpose for suspension of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11such registration statement; provided that (a) any suspension of a registration statement pursuant to Section 9 shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this Section 4, (b) the Company shall be entitled actively employing in good faith all reasonable best efforts to no more than two (2) launch a registered offering pursuant to this Agreement through such Suspension Periods during any twelve Period and (12c) month period. During the Suspension Period, none of Investors are afforded the Holders shall offer or sell any opportunity to include the Registrable Shares pursuant to or Securities in reliance upon the Registration Statement (or the prospectus relating thereto)a registered offering in accordance with Section 6. The Company shall use commercially reasonable efforts deliver to terminate any the Investors a certificate signed by an executive officer certifying that such Suspension Period is for a valid business purpose determined by the Board in good faith and such certificate shall contain a statement of the reasons for such Suspension Period and an approximation of the anticipated length of such Suspension Period (provided such notice shall not contain material, non-public information about the Company). If the Company defers any registration of Registrable Securities pursuant to Section 2 or in response to an Underwritten Offering Notice or requires the Investors to suspend any Underwritten Offering, the Investors shall be entitled to withdraw such demand for registration or Underwritten Offering Notice, as promptly applicable, and if it does so, such request shall not be treated for any purpose as practicablethe delivery of an Underwritten Offering Notice pursuant to Section 3. The parties hereto agree and acknowledge that (i) none of the Investors or any of their respective Affiliates or transferees shall be restricted from trading or otherwise transferring any of the Registrable Securities with respect to which a registration statement is effective and (ii) nothing in any existing agreements or any other arrangements involving the Company and any of the Investors or any of their respective Affiliates (contractual or otherwise) shall be construed as limiting any of the Investors’ or any of their respective Affiliates’ or transferees’ ability to trade or otherwise transfer any of the Registrable Securities with respect to which a registration statement is effective.

Suspension. Notwithstanding anything Upon delivery of a notice (a “Suspension Notice”) to Purchaser, the Company may suspend the use of any Registration Statement if: (a) in this Agreement the good faith and reasonable judgment of the Board, after consultation with counsel, such suspension is necessary to delay disclosure of material non-public information that would be seriously detrimental to the contraryCompany, if and the Board concludes, as a result, that it is in the best interest of the Company shall furnish to suspend use of the Holders Registration Statement at such time, and (b) the Company furnishes to Purchaser a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made in the good faith determination judgment of the Board, it would be seriously detrimental to the Company to disclose such material non-public information and that it is, therefore, in the best interest of the Company to suspend availability of the Registration Statement at such time; provided, however, that (i) that continued the Company shall have the right to suspend use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the a “Suspension Blackout Period”) of not more than (A) twenty (20) consecutive trading days, and (B) an aggregate of forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During , (ii) the Suspension PeriodCompany shall not defer its obligation in this manner more than two times during any 12-month period, none and (iii) the Effective Period shall be extended for the amount of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon time that the Registration Statement (or the prospectus relating thereto)is unavailable due to such a deferral. Upon receipt of a Suspension Notice, Purchaser shall discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Blackout Period has ended. The Company shall use commercially reasonable efforts be permitted to terminate enter stop transfer instructions with the Company’s transfer agent with respect to the Registrable Securities during any Suspension Period as promptly as practicableBlackout Period.

Suspension. Notwithstanding anything any other provision hereof, the Company may suspend the use of any Prospectus, without incurring or accruing any obligation to pay Additional Interest pursuant to Section 2.4 hereof or being deemed in this Agreement violation of any other provision hereof, for a period or periods (each, a “Suspension Period”) not to exceed an aggregate 45 calendar days in any three-month period, or an aggregate of 90 calendar days in any twelve-month period, if management of the contraryCompany shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including without limitation proposed or pending corporate developments and similar events or because of filings with the SEC, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension; provided, however, that such Suspension Period may be extended to an aggregate of 60 calendar days in any three-month period, or an aggregate of 120 calendar days in any twelve-month period, if the Company shall furnish to in good faith determines that such extension is in the Holders a certificate signed by the President or Chief Executive Officer best interests of the Company stating that because (x) the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure Company is in the Registration Statement (or the prospectus relating thereto) possession of material, nonpublic information concerning the Companyan acquisition, its business merger, recapitalization, consolidation, reorganization, financing or prospects or any proposed other material transaction involving by or of the CompanyCompany or concerning pending or threatened litigation, and (iiy) that disclosure of such premature disclosure information would be materially adverse to the Company, Company and its business or prospects or subsidiaries taken as a whole. Each Holder shall keep confidential any such proposed material transaction or would make the successful consummation communications received by it from the Company regarding the suspension of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery Prospectus, except as required by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableapplicable law.

Suspension. Notwithstanding anything Each Holder agrees that, upon receipt of any (i) notice from the Company of the happening of any event of the kind described in this Agreement Section 3.1.4(iii), (iv) or (v), or (ii) notice from the Company that (A) it possesses material nonpublic information the disclosure of which would reasonably be expected to have a material adverse effect on any proposal or plan by the contraryCompany or any of its direct or indirect subsidiaries or (B) the Board has determined, if in good faith, that a registration or disposition of Registrable Securities would reasonably be likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or to materially impair the ability of the Company to effect a plan or proposal to raise additional capital for the Company, and that, in each case of (A) or (B), the Company reasonably deems it to be advisable to postpone the filing or effectiveness of, or temporarily discontinue disposition of Registrable Securities pursuant to, a Registration Statement (each, a “Suspension Notice”), the Company shall furnish be entitled, for a reasonable period of time, to postpone the Holders a certificate signed by filing or effectiveness of, or suspend the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would requireeffectiveness of, under the Securities Act, premature disclosure in the such Registration Statement (or the prospectus relating any amendment thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use of any related Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated by the Holders of such reference therein (other than an effective Registration Statement (being used for an underwritten offering), and the prospectus relating thereto) for purposes of effecting offers or sales such Holder shall forthwith discontinue disposition of Registrable Shares Securities pursuant theretoto any such effective Registration Statement, then the right until such Holder’s receipt of the Holders to use copies of the Registration Statement supplemented or amended Prospectus contemplated by Section 3.1.4 or a notice from the Company that any stop order has been withdrawn, or, in the case of clause (and ii), until further LA_LAN01:245827.8 notice from the prospectus relating thereto) for purposes of effecting offers or sales Company in accordance with this Section 3.2 that disposition of Registrable Shares pursuant thereto shall be suspended for a period Securities may resume (the “Suspension Period”). In the case of clause (ii), (x) notice from the Company that disposition of Registrable Securities may resume shall be given not more later than forty-five ninety (4590) days after delivery by the Company of the certificate referred to above Suspension Notice, (y) at least thirty (30) days shall elapse between such notice and any subsequent Suspension Notice and only one Suspension Notice may be given in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period, and (z) any Suspension Notice must be based upon a reasonable good faith determination of the Board that such Suspension Notice is necessary. During Each Holder agrees that, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of the Suspension PeriodNotice. If the Company shall so postpone the filing or effectiveness of, none of or suspend the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the effectiveness of, a Registration Statement (or an amendment thereto) or the prospectus relating thereto). The use of any related Prospectus hereunder, the Holders shall (1) in the case of a postponement, have the right, upon the written notice of Holders of a majority-in- interest of the Registrable Securities requested to be included in such registration, to withdraw the request for registration within ten (10) days after receipt of the Suspension Notice (and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall use commercially reasonable efforts pay all expenses incurred in connection therewith in accordance with Section 3.3), or (2) in the case of a suspension, receive an extension of the Effectiveness Period equal to terminate any Suspension Period as promptly as practicablethe number of days of the suspension.

Suspension. Notwithstanding anything in this Agreement to In the contrary, if case of a registration for the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales sale of Registrable Shares pursuant thereto would requireSecurities, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company upon receipt of any such material transaction significantly less likely and notice (iiia "Suspension Notice") that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by from the Company of the certificate referred happening of any event which makes any statement made in the registration statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus so that they will not contain any untrue statement of a material fact or omit to above state any material fact required to be stated therein or necessary to make the statements therein in this Section 11light of the circumstances under which they were made not misleading, each Holder of Registrable Securities registered under such registration statement shall forthwith discontinue disposition of such Registrable Securities pursuant to such registration statement until such Holder's receipt of the copies of the supplemented or amended prospectus or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus; provided provided, however, that the Company shall be entitled to no not give a Suspension Notice until after the registration statement has been declared effective and shall not give more than two (2) such one Suspension Periods Notice to the Holders in respect to all Registrable Securities and pursuant to this Section 5.6 during any twelve period of 12 consecutive months and in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended prospectus (12) month period. During the "Suspension Period") exceed 60 days. In the event that the Company shall give any Suspension Notice, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable its best efforts and take such actions as are reasonably necessary to terminate any render the Advice and end the Suspension Period as promptly as practicable.

Suspension. (a) Notwithstanding anything in any of the other provisions of this Agreement Agreement, but subject to Section 9(b) hereof, the contraryCompany shall have the right on one or more occasions to delay the filing, amendment or effectiveness of a Shelf Registration Statement or, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Shelf Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would requirehas become effective, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders effectiveness of such Registration Statement (and in the prospectus relating thereto) for purposes event that the board of effecting offers or sales of Registrable Shares pursuant thereto, then the right directors of the Holders to use Company determines in its reasonable good faith judgment that (i) the filing, declaration of effectiveness or continued effectiveness of such Shelf Registration Statement at such time would require the Company to disclose therein a proposed or consummated financing, reorganization or recapitalization, or pending or consummated negotiations relating to a merger, consolidation, acquisition or similar transaction or other business transaction, or other material event, which disclosure in the reasonable judgment of the Company, would adversely affect the Company or (and ii) pro forma and/or historical financial statements meeting the prospectus relating theretorequirements of the Securities Act as a result of any transaction described in clause (i) for purposes of effecting offers above are not available at such time. Any delay or sales of Registrable Shares suspension period pursuant thereto to this Section 9(a) shall be suspended for begin on the date specified in a period (the “Suspension Period”) of not more than forty-five (45) days after delivery written notice given by the Company of to the certificate referred Holders and shall end on the date specified in a subsequent written notice given by the Company to above in this Section 11; provided that the Holders. If the Company shall exercise its right to delay the filing, amendment or effectiveness of a Shelf Registration Statement pursuant to this Section 9(a), the period within which such Shelf Registration Statement must be entitled declared effective or during which the effectiveness of such Shelf Registration Statement must be maintained pursuant to no more than two this Agreement shall be extended by the number of days of the delay or suspension period. (2b) such Suspension Periods during The Company may give a delay or suspension notice pursuant to Section 9(a) hereof at any twelve (time and from time to time; PROVIDED that the aggregate of all delay and suspension periods shall not exceed 45 days in any three-month period or 90 days in the aggregate in any 12) -month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contrary, if the Company shall furnish to the Holders provisions of this Section 5 and a certificate signed good faith determination by the President or Chief Executive Officer Board that it is in the best interests of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by of any Resale Registration Statement following the Holders effectiveness of such Resale Registration Statement (and the prospectus relating thereto) for purposes of effecting offers filings with any U.S. federal or sales of Registrable Shares pursuant theretostate securities commissions, then as necessary), the right of Company, by written notice to the Holders (a “Suspension Notice”), may direct the Holders to use suspend sales of the Registrable Securities pursuant to such Resale Registration Statement for such times as the Company reasonably may determine is necessary and advisable (and the prospectus relating thereto) but in no event for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty30 days in any 90-five day period or 90 days in any 365-day period) if any of the following events occurs or will occur, as applicable: (45i) days after delivery an underwritten public offering of Common Stock (or other common shares of the Company) by the Company for its own account if the Company is advised by the managing underwriter or underwriters that the concurrent resale of the certificate referred Registrable Securities by the Holders pursuant to above the Resale Registration Statement would have a material adverse effect on the Company’s offering, subject to Section 3 hereof, (ii) there is material non-public information regarding the Company that (A) the Board determines not to be in this Section 11; provided the Company’s best interest to disclose, (B) would, in the good faith determination of the Board, require any revision to the Resale Registration Statement so that it shall not contain any untrue statement of a material 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) the Company is not otherwise required to disclose or (iii) there is a significant bona fide business purpose or 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 that the Company determines not to be in the Company’s best interests to disclose (each of the events described in clauses (i)-(iii), a “Suspension Event”). (b) Upon the earlier to occur of (i) the Company delivering to the Holders an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, the Company shall be entitled use reasonable best efforts to no more than two promptly amend or supplement the Resale Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Resale Registration Statement so as to permit the Holders to resume sales of the Registrable Securities as soon as possible. (2c) If the Company intends to suspend a Resale Registration Statement upon the occurrence of a Suspension Event, the Company shall give a Suspension Notice to the Holders of Registrable Securities covered by any Resale Registration Statement to suspend sales of the Registrable Securities, and such Suspension Periods during any twelve (12) month period. During Notice shall state that such suspension shall continue only for so long as the Suspension Period, none Event or its effect is continuing (subject to the time limitations set forth in Section 5(a)) and that the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Resale Registration Statement as promptly as reasonably possible. Such Holders shall offer or sell not effect any sales of the Registrable Shares Securities pursuant to or in reliance upon the such Resale Registration Statement (or such filings) at any time after it has received a Suspension Notice from the prospectus relating thereto)Company and prior to receipt of an End of Suspension Notice. If so directed by the Company, each such Holder shall deliver to the Company (at the reasonable expense of the Company) all copies other than permanent file copies then in such Xxxxxx’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Resale 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 of Registrable Securities covered by any Resale Registration Statement in the manner described above promptly following the conclusion of any Suspension Event and its effect. (d) In the event the Company has delivered a Suspension Notice to the Holders, the Company shall use commercially reasonable efforts have the right to terminate any place restrictive legends on the certificates representing (or book entries evidencing) Registrable Securities and to impose stop transfer instructions with respect to the Registrable Securities until the Company delivers to the Holders an End of Suspension Period as promptly as practicableNotice.

Suspension. If the filing, initial effectiveness or continued use of a Registration Statement with respect to a Demand Registration or a Shelf Registration would require the Company to make a public disclosure of material non-public information, which disclosure the Company determines in good faith (after consultation with external legal counsel) would materially impact the Company or would materially impede, delay or interfere with the Company’s ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such determination to the Shareholder, delay the filing or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or any Prospectus or Free Writing Prospectus; provided, however, that, unless otherwise approved in writing by the Shareholder, the Company shall not be permitted to do so for a period of time in excess of ninety (90) days in the case of any single delay or suspension, and the number of days in any 12-month period on which such a suspension is in effect shall not exceed one hundred twenty (120) (except that such number of days shall not exceed ninety (90) in the 12-month period commencing on the Closing Date (as defined in the Combination Agreement)). In the event that the Company exercises its rights under the preceding sentence, the Shareholder shall suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus or Free Writing Prospectus relating to such Demand Registration or Shelf Registration in connection with any sale or offer to sell Registrable Shares. In the event of such a suspension for which notice is given by the Company after the effectiveness of the applicable Registration Statement, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period) shall be extended by the number of days of such suspension. The Shareholder shall keep confidential the receipt of any notice under this Section 3.5 and the contents thereof, except as required pursuant to applicable law, and, during any period of such delay or suspension, shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company. Notwithstanding anything in this Agreement to the contrary, if upon the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company commencement of any such material transaction significantly less likely and (iii) that it is therefore essential to Scheduled Black-Out Period, the Shareholder shall immediately suspend the use by of any Prospectus or Free Writing Prospectus in connection with any sale or offer to sell Registrable Shares until the Holders termination of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Scheduled Black-Out Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything Each Holder agrees that, upon receipt of any (i) notice from the Company of the happening of any event of the kind described in this Agreement Section 3.1.4(iii), (iv) or (v), or (ii) notice from the Company that (A) it possesses material nonpublic information the disclosure of which would reasonably be expected to have a material adverse effect on any proposal or plan by the contraryCompany or any of its direct or indirect subsidiaries or (B) the Board has determined, if in good faith, that a registration or disposition of Registrable Securities would reasonably be likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or to materially impair the ability of the Company to effect a plan or proposal to raise additional capital for the Company, and that, in each case of (A) or (B), the Company reasonably deems it to be advisable to postpone the filing or effectiveness of, or temporarily discontinue disposition of Registrable Securities pursuant to, a Registration Statement (each, a “Suspension Notice”), the Company shall furnish be entitled, for a reasonable period of time, to postpone the Holders a certificate signed by filing or effectiveness of, or suspend the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would requireeffectiveness of, under the Securities Act, premature disclosure in the such Registration Statement (or the prospectus relating any amendment thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use of any related Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated by the Holders of such reference therein (other than an effective Registration Statement (being used for an underwritten offering), and the prospectus relating thereto) for purposes of effecting offers or sales such Holder shall forthwith discontinue disposition of Registrable Shares Securities pursuant theretoto any such effective Registration Statement, then the right until such Holder’s receipt of the Holders to use copies of the Registration Statement supplemented or amended Prospectus contemplated by Section 3.1.4 or a notice from the Company that any stop order has been withdrawn, or, in the case of clause (and ii), until further notice from the prospectus relating thereto) for purposes of effecting offers or sales Company in accordance with this Section 3.2 that disposition of Registrable Shares pursuant thereto shall be suspended for a period Securities may resume (the “Suspension Period”). In the case of clause (ii), (x) notice from the Company that disposition of Registrable Securities may resume shall be given not more later than forty-five ninety (4590) days after delivery by the Company of the certificate referred to above Suspension Notice, (y) at least thirty (30) days shall elapse between such notice and any subsequent Suspension Notice and only one Suspension Notice may be given in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period, and (z) any Suspension Notice must be based upon a reasonable good faith determination of the Board that such Suspension Notice is necessary. During Each Holder agrees that, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of the Suspension PeriodNotice. If the Company shall so postpone the filing or effectiveness of, none of or suspend the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the effectiveness of, a Registration Statement (or an amendment thereto) or the prospectus relating thereto). The use of any related Prospectus hereunder, the Holders shall (1) in the case of a postponement, have the right, upon the written notice of Holders of a majority-in-interest of the Registrable Securities requested to be included in such registration, to withdraw the request for registration within ten (10) days after receipt of the Suspension Notice (and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall use commercially reasonable efforts pay all expenses incurred in connection therewith in accordance with Section 3.3), or (2) in the case of a suspension, receive an extension of the Effectiveness Period equal to terminate any Suspension Period as promptly as practicablethe number of days of the suspension.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contrary, if the Company shall furnish to the Holders provisions of this Section 4 and a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) NNN that it is therefore essential in the best interests of NNN to suspend the use by of any Resale Registration Statement following the Holders effectiveness of such Resale Registration Statement (and the prospectus relating thereto) for purposes of effecting offers filings with any U.S. federal or sales of Registrable Shares pursuant theretostate securities commission), then NNN, by written notice to the right of Holders, may direct the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or suspend sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the such Resale Registration Statement for such times as NNN reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the prospectus relating theretofollowing events will occur: (i) an underwritten public offering of Common Stock by NNN if NNN is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Resale Registration Statement would have a material adverse effect on NNN’s offering, (ii) there is material non-public information regarding NNN that (A) NNN determines not to be in NNN’s best interest to disclose, (B) would, in the good faith determination of NNN, require a revision to the Resale Registration Statement so that it will not contain any untrue statement of a material 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) NNN is not otherwise required to disclose, or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business). The Company shall , including any significant merger, consolidation, tender offer or other similar transaction) available to NNN that NNN determines not to be in NNN’s best interests to disclose. (b) Upon the earlier to occur of (i) NNN delivering to the Holders an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, NNN will use commercially reasonable efforts to promptly amend or supplement the Resale Registration Statement so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes NNN to suspend the use of a Resale Registration Statement (a “Suspension Event”), NNN will give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and NNN is taking all reasonable steps to terminate any Suspension Period suspension of the effectiveness of the Resale Registration Statement as promptly as practicablepossible. The Holders will not affect any sales of the Registrable Shares pursuant to such Resale Registration Statement (or such filings) at any time after it has received a Suspension Notice from NNN prior to receipt of an End of Suspension Notice (as defined below). If so directed by NNN, the Holders will deliver to NNN (at the reasonable expense of NNN) all copies other than permanent file copies then in the Holders’ possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. Any Holder may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from NNN, which End of Suspension Notice will be given by NNN to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the The Company shall furnish to have the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would requireright, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of exercisable on not more than forty-five (45) days after delivery by the Company of the certificate referred to above one occasion in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During , from time to time to postpone or suspend (but not for a period exceeding 30 days in the Suspension Period, none aggregate in any twelve (12) month period) the filing or effectiveness of the Holders Shelf Registration Statements (it being understood that the Company can not postpone or suspend one Shelf Registration Statement without postponing or suspending the other Shelf Registration Statement) if the Company’s Chief Executive Officer or Chief Financial Officer determines, in his or her good faith judgment (evidenced by an officer’s certificate), that such registration and offering or continued effectiveness would reasonably be expected to (i) interfere with any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries, including, without limitation, the negotiation of modifications to the Company’s affiliation agreements with Sprint PCS (collectively, a “Material Event”) or (ii) require public disclosure of a Material Event prior to the time such disclosure might otherwise be required. As promptly as reasonably practicable, the Company shall offer advise each Selling Investor of the exercise of its right to postpone or sell any Registrable Shares pursuant to or in reliance upon the suspend such Shelf Registration Statement (but not the nature of or details concerning such exercise) pursuant to this Section 2(b). Promptly upon the abandonment, consummation, or termination of the Material Event or the prospectus relating thereto). The public disclosure of the Material Event, the suspension of the use of such Shelf Registration Statement pursuant to this Section 2(b) shall cease and the Company shall use commercially reasonable efforts promptly comply with Section 6 hereof and notify the Investors that disposition of the Registrable Securities may be resumed under such Shelf Registration Statement. Each Investor hereby covenants and agrees that it will not dispose of any Registrable Securities pursuant to terminate any Suspension Period either Shelf Registration Statement during the periods for which sales under either Shelf Registration Statement have been suspended as promptly set forth above or until such earlier time as practicablethe Company shall have notified the Investors in writing that sales may resume under the Shelf Registration Statements.

Suspension. Notwithstanding anything in this Agreement herein to the contrary, the Company may suspend the use of any registration statement filed hereunder and any related prospectus, if the Company shall furnish have furnished to the Holders of Registrable Securities included on such registration statement a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made that, in the good faith determination (i) that continued use by the Holders judgment of the Registration Statement for purposes Board of effecting offers Directors (as evidenced by a written resolution of the Board of Directors), because of valid business reasons, including without limitation any proposal or sales plan of Registrable Shares pursuant thereto would requirethe Company or any of its subsidiaries to effect a merger, under acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the Securities ActCommission, premature disclosure it is in the Registration Statement best interests of the Company to suspend such use, and prior to suspending such use the Company provides the affected Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (or the prospectus relating thereto) and, upon receipt of materialsuch notice, nonpublic information concerning the Company, its business or prospects or each Holder agrees not to sell any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse securities pursuant to the Companyregistration statement until such Holder is advised in writing that the related prospectus may be used, its business or prospects or any such proposed material transaction or would make the successful consummation by which notice the Company agrees to provide promptly following the lapse of any the event or circumstances giving rise to such material transaction significantly less likely and suspension); provided, however, that the Company may not utilize (iiiA) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating theretoset forth in this Section 3(i) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by or (B) the Company of the certificate referred to above right set forth in this Section 11; provided that 3(i), together with the Company shall be entitled to no right set forth in Section 3(a)(iv)(D) and/or Section 3(c)(i)(B)(2), more than two (2) such Suspension Periods during once in any twelve (12) twelve-month period. During Each such Holder shall keep confidential any communications received by it from the Suspension Period, none Company regarding the suspension of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon use of a registration statement and related prospectus (including the Registration Statement (or fact of the prospectus relating theretosuspension). The Company shall use commercially reasonable efforts to terminate any Suspension Period , except as promptly as practicablerequired by applicable law.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contrary, if the Company shall furnish to the Holders provisions of this Section 4 and a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) SST II that it is therefore essential in the best interests of SST II to suspend the use by of any Resale Registration Statement following the Holders effectiveness of such Resale Registration Statement (and the prospectus relating thereto) for purposes of effecting offers filings with any U.S. federal or sales of Registrable Shares pursuant theretostate securities commission), then SST II, by written notice to the right of Holders, may direct the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or suspend sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the such Resale Registration Statement for such times as SST II reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the prospectus relating theretofollowing events will occur: (i) an underwritten public offering of Common Stock by SST II if SST II is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Resale Registration Statement would have a material adverse effect on SST II’s offering, (ii) there is material non-public information regarding SST II that (A) SST II determines not to be in SST II’s best interest to disclose, (B) would, in the good faith determination of SST II, require a revision to the Resale Registration Statement so that it will not contain any untrue statement of a material 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) SST II is not otherwise required to disclose, or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business). The Company shall , including any significant merger, consolidation, tender offer or other similar transaction) available to SST II that SST II determines not to be in SST II’s best interests to disclose. (b) Upon the earlier to occur of (i) SST II delivering to the Holders an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, SST II will use commercially reasonable efforts to promptly amend or supplement the Resale Registration Statement so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes SST II to suspend the use of a Resale Registration Statement (a “Suspension Event”), SST II will give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and SST II is taking all reasonable steps to terminate any Suspension Period suspension of the effectiveness of the Resale Registration Statement as promptly as practicablepossible. The Holders will not affect any sales of the Registrable Shares pursuant to such Resale Registration Statement (or such filings) at any time after it has received a Suspension Notice from SST II prior to receipt of an End of Suspension Notice (as defined below). If so directed by SST II, the Holders will deliver to SST II (at the reasonable expense of SST II) all copies other than permanent file copies then in the Holders’ possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. Any Holder may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from SST II, which End of Suspension Notice will be given by SST II to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect.

Suspension. Notwithstanding anything in this Agreement If Purchaser shall determine pursuant to the contraryreasonable and good faith judgment of its President and its Chief Executive Officer, if or alternatively, the Company shall furnish Board of Directors of Purchaser, that it would be significantly harmful to Purchaser and its stockholders for resales of Registrable Securities to be made pursuant to the Holders Registration Statement, due to (i) the existence of a certificate signed by material development or potential material development with respect to or involving Purchaser which Purchaser would be obligated to disclose in the Prospectus contained in the Registration Statement, which disclosure would in the good faith judgment of the President or and Chief Executive Officer or the Board of Directors of Purchaser be premature or otherwise inadvisable at such time and would not be in the best interests of Purchaser and its stockholders, or (ii) the occurrence of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the Company stating that circumstances under which they were made, not misleading, then Purchaser shall deliver a certificate in writing to the Board has made Sellers to the good faith determination (i) that continued effect of the foregoing and, upon receipt of such certificate, the use by the Holders of the Registration Statement for purposes and Prospectus will be deferred or suspended and will not recommence until (1) such Seller's receipt from Purchaser of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right copies of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers supplemented or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two amended Prospectus, or (2) such Suspension Periods during any twelve (12) month periodSellers are advised in writing by Purchaser that the Prospectus may be used. During Purchaser will use its reasonable best efforts to ensure that the Suspension Period, none use of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement and Prospectus may be resumed, as soon as practicable and, in the case of a pending development or event referred to in (i) above, as soon, in the judgment of Purchaser, as disclosure of the material information relating to such pending development would not have a material adverse effect on Purchaser's ability to consummate the transaction, if any, to which such development relates. Notwithstanding anything to the contrary in this Agreement, Purchaser's ability to defer or suspend the prospectus relating thereto). The Company use of the Registration Statement and Prospectus shall use commercially reasonable efforts not be available to terminate Purchaser for more than ninety (90) days in any Suspension Period as promptly as practicable12 month period.

Suspension. Notwithstanding anything in this Agreement Each Purchaser hereby covenants as to the contraryitself severally, if but not jointly, with the Company shall furnish not to the Holders a certificate signed by the President or Chief Executive Officer make any sale of the Registrable Shares under the Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. Each Purchaser acknowledges that there may occasionally be times when the Company stating that must suspend the Board has made use of the good faith determination (i) that continued use by the Holders prospectus forming a part of the Registration Statement for purposes of effecting offers (a "SUSPENSION") until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or sales of such time as such prospectus has been supplemented, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each Purchaser hereby covenants as to itself severally, but not jointly, that it will not sell any Registrable Shares pursuant thereto would requireto such prospectus during the period commencing at the time at which it receives written notice of the Suspension of the use of such prospectus (without providing any other material information other than at the written request of such Purchaser) and ending at the time the Company gives such Purchaser written notice that such Purchaser may thereafter effect sales pursuant to such prospectus. The Company shall not, and shall use commercially reasonable efforts to cause each of its officers, directors, employees and agents not to, provide such Purchaser with any material nonpublic information regarding the Company other than the notice of the Suspension, with no other information, without the express written consent of such Purchaser. The Purchasers shall not be prohibited from selling Registrable Shares under the Securities Act, premature disclosure in the Registration Statement as a result of Suspensions on more than two (or the prospectus relating thereto2) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) occasions of not more than forty-five thirty (4530) days after delivery by each in any 12-month period, unless, in the Company good faith judgment of the certificate referred Board following the written advice of counsel, the sale of Registrable Shares under the Registration Statement in reliance on this paragraph would be reasonably likely to above in this Section 11cause a violation of the Securities Act or the Exchange Act; provided that the Company shall be entitled remain liable for liquidated damages pursuant to no more than Section 10.7 hereof with respect to any Suspensions exceeding the aforementioned two (2) such Suspension Periods during permitted 30-day Suspensions in any twelve (12) -month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement to the contraryUpon advice of counsel, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating Board determines, in its good faith judgment, that the Board has made disclosure that would otherwise be required to file or update the good faith determination (i) that continued use by the Holders of the Shelf Registration Statement for purposes would cause the disclosure of effecting offers material non-public information in a manner that would materially and adversely interfere with any pending material financing or sales of Registrable Shares pursuant thereto would requirematerial acquisition, under the Securities Actmerger, premature disclosure in the Registration Statement (recapitalization, consolidation or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business reorganization or prospects or any proposed material similar transaction involving the Company, ; (ii) upon issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act; (iii) if the Board determines, in its good faith judgment, that any such premature disclosure registration or offering (x) should not be undertaken because it would reasonably be expected to materially adverse to interfere with any material corporate development or plan or (y) upon the advice of counsel, would require the Company, its under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (y) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; or (iv) if the Company elects at such time to offer Equity Securities to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or prospects or any such proposed material similar transaction or would make the successful consummation by the Company of any such material transaction significantly less likely (y) meet rating agency and other capital funding requirements (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant theretocollectively, “Suspension Events”), then the right of Company may delay the Holders filing of, or suspend use of, the Shelf Registration Statement, by providing written notice to use the Registration Statement Investor, until such circumstance is no longer continuing but in any event not to exceed sixty (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (4560) days after delivery by the Company of the certificate referred to above in this Section 11; (such period, a “Postponement Period”); provided that the Company shall be entitled at all times in good faith use its commercially reasonable best efforts to no more than two (2) such Suspension Periods during cause any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Shelf Registration Statement (required by this Section 5 to be filed or updated, as applicable, as soon as possible; provided, further, that the prospectus relating thereto). The Company shall use commercially reasonable efforts not be permitted to terminate any Suspension Period as promptly as practicable.commence a

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the The Company shall be entitled on one (1) occasion in any six (6) month period, for a period of time not to no more than two exceed sixty (260) such Suspension Periods during days in the aggregate in any six (6) month period and seventy-five (75) days in any twelve (12) month periodperiod to (x) defer any registration of Registrable Securities and shall have the right not to file and not to cause the effectiveness of any registration covering any Registrable Securities, (y) suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement, if the Company delivers to the Investors a certificate signed by an executive officer certifying that such registration and offering would (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing, acquisition, disposition, reorganization, restructuring, pending or proposed transaction or announcement or other similar transaction or action involving the Company or any of its subsidiaries then under consideration. During the Suspension Period, none Such certificate shall contain a statement of the reasons for such suspension and an approximation of the anticipated length of such suspension. The Investors shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 3.03(a)(xiv). (a) If the Company defers any registration of Registrable Securities in response to an Underwritten Offering Notice or requires the Investors or the Holders to suspend any Underwritten Offering, the FP Investor Parties shall offer or sell be entitled to withdraw such Underwritten Offering Notice and if it does so, such request shall not be treated for any Registrable Shares purpose as the delivery of an Underwritten Offering Notice pursuant to or in reliance upon Section 3.01(f). (b) In the Registration Statement (or event that the prospectus relating thereto). The Company shall use commercially reasonable efforts exercise its right to terminate any Suspension Period as promptly as practicabledelay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the total aggregated period of suspension.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above contrary contained in this Section 11; provided that 2, but subject to the limitations set forth in this Section 2.6, the Company shall be entitled to no more than suspend its obligation to (a) file or submit (but not to prepare) any Registration Statement in connection with any Demand Registration or Shelf Registration, (b) file or submit any amendment to such a Registration Statement, (c) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (d) make any other filing with the SEC, (e) cause such a Registration Statement or other filing with the SEC to become or remain effective or (f) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (i) the issuance by the SEC of a stop order suspending the effectiveness of any such Registration Statement or the initiation of proceedings with respect to such a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) the Board of Directors’ determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries or (iii) the Company possessing material non-public information the disclosure of which the Board of Directors determines, in its good faith judgment, would reasonably be expected to not be in the best interests of the Company. Upon the occurrence of any of the conditions described in clause (i), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to clause (ii) or (iii) above on two (2) such Suspension Periods occasions during Table of Contents any period of twelve (12) consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of ninety (90) days (which period may not be extended or renewed) during such twelve (12) consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Holders a notice that the Suspension Period has terminated and (y) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day limit during such twelve (12) consecutive month period. During If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.6, once the Suspension PeriodPeriod ends the Holders requesting such registration may request a new Demand Registration or Shelf Registration (and any such request for a Demand Registration shall not be counted as an additional Demand Registration for purposes of Section 2.1.1). Notwithstanding anything to the contrary in this Section 2, none the Company shall not be in breach of, or have failed to comply with, any obligation under this Section 2 where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for disclosure to the Registration Participants or Holders, as applicable, and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such Registration Participants or Holders with respect to its investment in the Common Stock and agree to keep it confidential, (b) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to confidentiality arrangements with such Holder, (c) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (d) as required by applicable Law (provided, that the Holder gives prior written notice to the Company of such requirement and the contents of the Holders shall offer or sell proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any Registrable Shares pursuant other Holder who is subject to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableforegoing confidentiality requirement.

Suspension. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryArticle II, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two suspend its obligation to (2i) file or submit (but not to prepare) any registration statement in connection with any Demand Registration or Shelf Registration, (ii) file or submit any amendment to such a registration statement, (iii) file, submit or furnish any supplement or amendment to a prospectus included in such a registration statement, (iv) make any other filing with the SEC, (v) cause such a registration statement or other filing with the SEC to become or remain effective, (vi) conduct a Public Offering or (vii) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (A) the issuance by the SEC of a stop order suspending the effectiveness of any such registration statement or the initiation of proceedings with respect to such a registration statement under Section 8(d) or 8(e) of the Securities Act, (B) the Board’s reasonable determination that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development, plan or transaction involving the Company or any of its subsidiaries or (C) the Company possessing material non-public information the disclosure of which the Board determines would reasonably be expected to not be in the best interests of the Company. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (A), (B) or (C) above) (a “Suspension Notice”) to the Shareholders, which shall specify that the existence and subject matter of such Suspension Periods during any twelve (12) month periodNotice must be treated as confidential by such Shareholders. During Upon the Suspension Periodtermination of such condition, none of the Holders Company shall offer or sell any Registrable Shares give prompt notice thereof to the Shareholders and shall promptly proceed with all Registration Actions that were suspended pursuant to or in reliance upon the Registration Statement (or the prospectus relating theretothis Section 2.7(a). The Company shall use commercially may only suspend Registration Actions pursuant to clause (B) or (C) above on three occasions during any period of 18 consecutive months for a reasonable efforts to terminate any time specified in the Suspension Notice but not exceeding an aggregate of 180 days (which period may not be extended or renewed) during such 18-consecutive-month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Shareholders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Shareholders a notice that the Suspension Period has terminated and (y) the date on which the number of days during which a Suspension Period has been in effect exceeds the 180-day limit during such 18-consecutive-month period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.7, once the Suspension Period ends the Registering Holders may request a new Demand Registration or Shelf Registration (and any such request for a Demand Registration shall not be counted as promptly an additional Demand Registration for purposes of Section 2.1). (b) Notwithstanding anything to the contrary in this Article II, the Company shall not be in breach of, or have failed to comply with, any obligation under this Article II where the Company acts or omits to take any action in order to comply with applicable law, any SEC guidance or any order. Each Shareholder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (i) for disclosure to the participants in any Demand Registration or Shelf Registration and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such registration participant with respect to its investment in the Common Stock and agree to keep it confidential, (ii) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to confidentiality arrangements, (iii) if and to the extent such matters are publicly disclosed by the Company or any of its subsidiaries or any other person that, to the actual knowledge of such Shareholder, was not subject to an obligation or duty of confidentiality to the Company or any of its subsidiaries, (iv) as practicablerequired by applicable law (provided, that the Shareholder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law), and (v) for disclosure to any other Shareholder.

Suspension. Notwithstanding anything in this Agreement (a) The Company Representative may, acting reasonably. by Notice require the Contractor to suspend the contrary, if the Company shall furnish to the Holders a certificate signed by the President whole or Chief Executive Officer any portion of the Company stating that Services or the Board has made supply of any Goods for any reason. (b) Upon receipt of a Notice of suspension, the good faith determination Contractor must: (i) that continued use suspend the Services or the supply of the Goods as directed by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, Company Representative; (ii) that such premature disclosure would be materially adverse to immediately remove all its Personnel, Equipment and other substances brought onto the CompanySite by it or its Personnel, its business or prospects or any such proposed material transaction or would make the successful consummation unless directed otherwise by the Company of any such material transaction significantly less likely and Representative; and (iii) take all reasonable steps to reduce any expense or cost consequent upon the suspension. (c) The Company will pay the Contractor all reasonable and direct expenses that it is therefore essential to suspend the use by the Holders incurs as a result of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right a suspension of the Holders to use Services or the Registration Statement (and supply of the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery Goods by the Company of the certificate referred to above in this Section 11; under Clause 16(a) provided that the Company shall be entitled to no suspension continues for more than two 12 hours and was not required as a result of: (2i) such Suspension Periods during any twelve instruction given by a Government Agency; (12ii) month period. During a failure by the Suspension PeriodContractor or its Personnel to comply with Law or Applicable Policies in relation to health, none safety or protection of the Holders shall offer Environment; or (iii) some other fault on the part of the Contractor or sell its Personnel including breach of this Contract. (d) When the reason for any Registrable Shares suspension no longer exists, the Company may direct the Contractor in writing to recommence performance of the Services or the supply of the Goods and the Contractor must promptly recommence performance of the Services or supply of the Goods. (e) If the Contractor at any time suspends the whole or any part of their supply of Goods or provision of Services pursuant to the Security of Payment Act, then: (i) except to the extent (if any) expressly provided under the Security of Payment Act, the Company will not be liable for any Liability whatsoever suffered or in reliance upon incurred by the Registration Statement Contractor as a result of the suspension; and (ii) the Contractor must resume the supply of Goods or provision of Services (as the case may be) no later than three Business Days after the date on which the Contractor receives payment under the Security of Payment Act of the amount which formed the basis of the Contractor's suspension. (f) The Contractor indemnifies the Company for any Liability incurred by the Company due to the Contractor's: (i) suspension of the whole or any part of the supply of Goods or provision of Services where the Contractor had, or is determined to have had, no right to suspend under the Security of Payment Act; and (ii) failure to comply with Xxxxxx 16(e)(ii). (g) Suspension of the Services or the prospectus relating thereto). The Company shall use commercially reasonable efforts to supply of Goods in accordance with this Clause 16 does not frustrate or terminate any Suspension Period as promptly as practicablethis Contract.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the The Company shall furnish to have the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would requireright, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of exercisable on not more than forty-five (45) days after delivery by the Company of the certificate referred to above one occasion in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period, from time to time to postpone or suspend (but not for a period exceeding 30 days in the aggregate in any twelve (12) month period) the filing or effectiveness of a Shelf Registration Statement if the Company's Chief Executive Officer or Chief Financial Officer determines, in his or her good faith judgment (evidenced by an officer's certificate), that such registration and offering or continued effectiveness would reasonably be expected to (i) interfere with any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries, including, without limitation, the negotiation of modifications to the Company's affiliation agreements with Sprint PCS (collectively, a "MATERIAL EVENT") or (ii) require public disclosure of a Material Event prior to the time such disclosure might otherwise be required. During As promptly as reasonably practicable, the Suspension Period, none Company shall advise each Selling Investor of the Holders shall offer exercise of its right to postpone or sell any Registrable Shares pursuant to or in reliance upon suspend the Shelf Registration Statement (but not the nature of or details concerning such exercise) pursuant to this SECTION 2(c). Promptly upon the abandonment, consummation, or termination of the Material Event or the prospectus relating thereto). The public disclosure of the Material Event, the suspension of the use of the Shelf Registration Statement pursuant to this SECTION 2(c) shall cease and the Company shall use commercially reasonable efforts promptly comply with SECTION 6 hereof and notify the Investors that disposition of the Registrable Securities may be resumed under the Shelf Registration Statement. Each Investor hereby covenants and agrees that it will not dispose of any Registrable Securities pursuant to terminate any Suspension Period the Shelf Registration Statement during the periods for which sales under the Shelf Registration Statement have been suspended as promptly set forth above or until such earlier time as practicablethe Company shall have notified the Investors in writing that sales may resume under the Shelf Registration Statement.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish contrary and subject to the Holders limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Stage II Issuer shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a certificate signed Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the President or Chief Executive Officer Commission of a stop order suspending the effectiveness of the Company stating that Shelf Registration Statement or the Board has made initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the Stage II Issuer, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (iA), (B) that continued use by or (C) above, the Stage II Issuer shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Stage II Issuer shall give prompt notice thereof to the Holders of and shall as soon as reasonably practicable proceed with all Registration Actions that were suspended pursuant to this paragraph. To the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, extent JCHC gives any suspension notice under the Securities ActExisting Registration Rights Agreement or suspends any registration action under the Existing Registration Rights Agreement, premature disclosure in JCHC shall be required to suspend Registration Actions and issue a Suspension Notice under this Section 4 for the same duration and with identical terms as such suspension notice issued under the Existing Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse Rights Agreement. The Stage II Issuer may only suspend Registration Actions pursuant to the Companypreceding paragraph for one or more periods (each, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than to exceed, in the aggregate, (x) forty-five (45) days after delivery by in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the Company obligations of the certificate referred Stage II Issuer to above pay Additional Interest under the circumstances set forth in this Section 11; provided 5 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Stage II Issuer gives the Holders a notice that the Company shall be entitled to no more than two Suspension Period has terminated and (2) such the date on which the number of days during which a Suspension Periods during Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contrary, if the Company shall furnish to the Holders provisions of this Section 4 and a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) GCEAR that it is therefore essential in the best interests of GCEAR to suspend the use by of any Resale Registration Statement, following the Holders effectiveness of such Resale Registration Statement (and the prospectus relating thereto) for purposes of effecting offers filings with any U.S. federal or state securities commission), GCEAR, by written notice to Holder, may direct Holder to suspend sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the such Resale Registration Statement for such times as GCEAR reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the prospectus relating theretofollowing events will occur: (i) an underwritten public offering of Common Stock by GCEAR if GCEAR is advised by the underwriters that the concurrent resale of the Registrable Shares by Holder pursuant to the Resale Registration Statement would have a material adverse effect on GCEAR’s offering, (ii) there is material non-public information regarding GCEAR that (A) GCEAR determines not to be in GCEAR’s best interest to disclose, (B) would, in the good faith determination of GCEAR, require a revision to the Resale Registration Statement so that it will not contain any untrue statement of a material 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) GCEAR is not otherwise required to disclose, or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business). The Company shall , including any significant merger, consolidation, tender offer or other similar transaction) available to GCEAR that GCEAR determines not to be in GCEAR’s best interests to disclose. (b) Upon the earlier to occur of (i) GCEAR delivering to Holder an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, GCEAR will use commercially reasonable efforts to promptly amend or supplement the Resale Registration Statement so as to permit Holder to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes GCEAR to suspend the use of a Resale Registration Statement (a “Suspension Event”), GCEAR will give written notice (a “Suspension Notice”) to Holder to suspend sales of the Registrable Shares, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and GCEAR is taking all reasonable steps to terminate any Suspension Period suspension of the effectiveness of the Resale Registration Statement as promptly as practicablepossible. Holder will not affect any sales of the Registrable Shares pursuant to such Resale Registration Statement (or such filings) at any time after it has received a Suspension Notice from GCEAR prior to receipt of an End of Suspension Notice (as defined below). If so directed by GCEAR, Holder will deliver to GCEAR (at the reasonable expense of GCEAR) all copies other than permanent file copies then in Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. Holder may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from GCEAR, which End of Suspension Notice will be given by GCEAR to Holder in the manner described above promptly following the conclusion of any Suspension Event and its effect.

Suspension. (a) Notwithstanding anything any other provision of this Agreement, in this Agreement the event that the Company determines in good faith that one or more of the following circumstances exist, the Company may, at its option, (x) defer any registration of Registrable Securities and shall have the right not to file and not to cause the contraryeffectiveness of any registration covering any Registrable Securities, (y) suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement for the applicable following periods: (i) for not more than 90 days in the aggregate in any 180-day period, if the Company reasonably believes that any registration, filing, sale or offering would require the Company to make disclosures of material non-public information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception shall furnish continue to apply only during the Holders a certificate signed time that such material non-public information has not been publicly disclosed by the President or Chief Executive Officer Company; and (ii) for not more than 90 days in the aggregate in any 180-day period, if the Company is pursuing a primary underwritten offering of securities of the Company. (b) In addition, the Company stating that shall have the Board has made the good faith determination (i) that continued use by right, exercisable at its option, once in any 12-month period, to require the Holders of the Registration Statement for purposes of effecting offers Registrable Securities to suspend any sale or sales offerings of Registrable Shares Securities pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended a registration statement for a period (the “Suspension Period”) of not more than forty-five (45) 90 days after delivery by from the date of receipt of such notice of suspension if the Company elects at such time to offer securities of the certificate referred to above Company in this Section 11connection with a material merger, third-party tender offer or exchange offer or other business combination, acquisition of assets or similar transaction; provided that or (c) If the Company defers any registration of Registrable Securities in response to an Underwritten Offering Notice or requires KXXX or the Holders to suspend any Underwritten Offering, KXXX shall be entitled to no more than two (2) withdraw such Suspension Periods during Underwritten Offering Notice and if it does so, such request shall not be treated for any twelve (12) month period. During purpose as the Suspension Period, none delivery of the Holders shall offer or sell any Registrable Shares an Underwritten Offering Notice pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableSection 1.5.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish contrary and subject to the Holders limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Issuer shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a certificate signed Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the President or Chief Executive Officer Commission of a stop order suspending the effectiveness of the Company stating that Shelf Registration Statement or the Board has made initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the Issuer, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (iA), (B) that continued use by or (C) above, the Issuer shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuer shall give prompt notice thereof to the Holders of the and shall promptly proceed with all Registration Statement for purposes of effecting offers or sales of Registrable Shares Actions that were suspended pursuant thereto would require, under the Securities Act, premature disclosure in the to this paragraph. The Issuer may only suspend Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse Actions pursuant to the Companypreceding paragraph for one or more periods (each, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than to exceed, in the aggregate, (x) forty-five (45) days after delivery by in any three-month period or (y) ninety (90) days in any twelve-month period. Any Suspension Period will not alter the Company obligations of the certificate referred Issuer to above pay Additional Interest under the circumstances set forth in this Section 11; provided 5 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuer gives the Holders a notice that the Company shall be entitled to no more than two Suspension Period has terminated and (2) such the date on which the number of days during which a Suspension Periods during Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any twelve three-month period or (12y) ninety (90) days in any twelve-month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement If Buyer determines pursuant to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) judgment of its Board of Directors, that continued use by the Holders of the Registration Statement it would be seriously detrimental to Buyer and its stockholders for purposes of effecting offers or sales resales of Registrable Shares Securities to be made pursuant thereto to the Holder Registration due to (A) the existence of a material development or potential material development with respect to or involving Buyer which Buyer would require, under the Securities Act, premature disclosure be obligated to disclose in the prospectus contained in the Holder Registration, which disclosure would, in the good faith judgment of Buyer’s Board of Directors, be premature or otherwise inadvisable at such time or could reasonably be expected to have a material adverse effect upon Buyer and its stockholders, or (B) the occurrence of any event that makes any statement made in such Holder Registration Statement (or prospectus related thereto, or any document incorporated or deemed to be incorporated therein by reference, untrue in any material respect or that requires the making of any changes in the Holder Registration or the prospectus relating thereto) thereto so that it will not contain any untrue statement of materiala material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, nonpublic information concerning in the Companylight of the circumstances under which they were made, its business or prospects or any proposed material transaction involving the Companynot misleading, (ii) that such premature disclosure would be materially adverse then Buyer shall deliver to the CompanyHolder a certificate in writing to the effect of the foregoing and, its business or prospects or any upon receipt of such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend certificate, the use by of the Holders of such Holder Registration Statement (and the prospectus relating theretorelated thereto will be deferred or suspended and will not recommence until (1) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right Holder receives from Buyer copies of the Holders supplemented or amended prospectus related to use the Holder Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or Holder is advised in reliance upon the Registration Statement (or writing by Buyer that the prospectus relating thereto)related to the Holder Registration may be used. The Company shall Buyer will use its commercially reasonable efforts to terminate any Suspension Period ensure that the use of the Holder Registration and the prospectus related thereto may be resumed as promptly soon as practicable. Notwithstanding the foregoing or any other provision of this Agreement, the period during which Buyer shall be required to maintain the effectiveness of the Holder Registration shall be extended by one day for each full or partial day during which the use of such Holder Registration or prospectus related thereto is deferred or suspended by Buyer in accordance with this Section 2(e).

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contraryprovisions of Section 3(e) related to Demand Registrations and Section 5(e) below, if in the event that the Board determines that it is in the best interests of the Company shall furnish to suspend the 9 4865-0312-6116v 16 filing of a Shelf Registration Statement under Section 2(a) or a Demand Registration Statement under Section 3(a), or the use of an effective Shelf Registration Statement or Demand Registration Statement, as applicable, or any related Prospectus, the Company may, upon delivery of a Suspension Notice to the Holders a certificate signed of Registerable Securities covered by any such effective registration statement, suspend the rights of the Holders to offer, sell or distribute any Registerable Securities pursuant to such registration statement or to require the Company to take action with respect to the registration or sale of any Registerable Securities pursuant to such registration statement, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 365-day period), if any of the following events will occur: (i) the underwriters of an underwritten public offering of shares of Common Stock by the President or Chief Executive Officer Company advise the Company that the concurrent resale of the Registerable Securities by the Holders pursuant to the Shelf Registration Statement or the Demand Registration Statement would have a material adverse effect on the Company’s offering; (ii) there is material non-public information regarding the Company stating that (A) the Board has made determines not to be in the Company’s best interest to disclose, (B) would, in the good faith determination of the Company, require a revision to the Shelf Registration Statement or Demand Registration Statement, as applicable, so that it will not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Company is not otherwise required by applicable securities laws or regulations to disclose at such time; or (iii) there is a significant bona 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 that the Board determines not to be in the Company’s best interests to disclose. Upon the earlier to occur of (i) that continued use by the Company delivering to the Holders an End of the Registration Statement for purposes of effecting offers Suspension Notice or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Companyend of the maximum permissible suspension period, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall will use commercially reasonable efforts to terminate promptly amend or supplement the Shelf Registration Statement or Demand Registration Statement, if and as applicable, so as to permit the Holders to resume sales of the Registerable Securities as soon as reasonably practicable. (b) Subject to the provisions of Section 5(e), in the event that (i) all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension or (ii) the consummation of any business combination or acquisition by the Company has occurred or is probable that would require the Company to file financial statements with the SEC under Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X, the Company may (A) suspend the rights of the Holders to require the Company to take action with respect to the registration of any Registerable Securities and (B) upon delivery of a Suspension Period Notice to the Holders with Registerable Securities covered by an effective Shelf Registration Statement or Demand Registration Statement, as applicable, may direct such Holders to suspend sales of the Registerable Securities pursuant to such registration statement (in each case, to the extent required under the Securities Act or the Exchange Act), until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration Statement or Demand Registration Statement, as applicable. the Company agrees to use its commercially reasonable efforts to file such reports or obtain and file the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration Statement or Demand Registration Statement, as applicable, as promptly as reasonably practicable. (c) Subject to the provisions of Section 5(e), with respect to Underwritten Offerings by the Company, each Holder agrees not to directly or indirectly sell, offer for sale or otherwise transfer any Registerable Securities during any of the following periods: (i) unless the managing underwriters administering the offering otherwise agree, the period commencing 10 days prior to the anticipated Effective Date of a registration statement for any underwritten public offering of Common Stock (or any securities convertible into or exchangeable or exercisable for the Common Stock) and ending 90 days after 10 4865-0312-6116v 16 such effectiveness and (ii) in the case of a Shelf Registration Statement, unless the managing underwriters administering the offering otherwise agree, the period commencing 10 days prior to the anticipated date of the Company’s notice of commencement of distribution in connection with such offering and ending 90 days after the commencement of such distribution. Notwithstanding the provisions of this Section 5(c), (i) any applicable period shall terminate on such earlier date as the Company gives notice to the Holders that the Company declines to proceed with any such offering set forth in this Section 5(c); (ii) all executive officers and directors of the Company then holding shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (iii) the Holders shall be allowed any concession or proportionate release allowed to any executive officer or director that entered into similar agreements. (d) Subject to the provisions of Section 5(e), upon any of the following events: (i) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Shelf Registration Statement or Demand Registration Statement, as applicable, or the initiation of any proceedings for that purpose; (ii) any request by the SEC or any other federal or state governmental authority for amendments or supplements to any such registration statement or related Prospectus or for additional information; or (iii) the happening of any event during the period such registration statement is effective (other than the events covered in Section 5(a)) as a result of which such registration statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or such Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits 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; the Company will deliver a Suspension Notice to the Holders with Registerable Securities covered by any such Shelf Registration Statement or Demand Registration Statement, as applicable, to suspend sales of the Registerable Securities. (e) In the case of an event that causes the Company to suspend the use of an effective Shelf Registration Statement or Demand Registration Statement, as applicable, or the related Prospectus pursuant to this Section 5 (each, a “Suspension Event”), the Company will give written notice (a “Suspension Notice”) to the Holders with Registerable Securities covered by such effective registration statement to suspend sales of the Registerable Securities, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the use of such registration statement and any related Prospectus as promptly as reasonably practicable. Each Holder shall keep confidential the fact that a Suspension Event has occurred, the Suspension Notice and the contents of such Suspension Notice for the duration of the suspension or until otherwise notified by the Company, except (i) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential and (ii) as required by law, rule or regulation. The Holders will not affect any sales of the Registerable Securities pursuant to such registration statement at any time after it has received a Suspension Notice from the Company prior to receipt of an End of Suspension Notice. If so directed by the Company, the Holders will deliver to the Company (at the reasonable expense of the Company) all copies other than permanent file copies then in the Holders’ possession of the Prospectus covering the Registerable Securities at the time of receipt of the Suspension Notice. Any Holder may recommence effecting sales of the Registerable Securities pursuant to a Shelf Registration Statement or Demand Registration Statement, as applicable, following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect.

Suspension. Notwithstanding anything 23.2.1 The Parties agree that, in the event of any emergency warranting the de- commissioning or shut-down of the whole or part of the Washery, the Authority shall be entitled, subject to Applicable Laws and without prejudice to its other rights and remedies under this Agreement Agreement, to (a) suspend all rights of the WDO under this Agreement, and (b) exercise such rights itself and perform the obligations hereunder or authorise any other person to exercise or perform the same on its behalf during such suspension (the "Suspension"). Suspension hereunder shall be effective forthwith upon issue of notice by the Authority to the contrary, if WDO and may extend up to a period not exceeding 15 (fifteen) Days from the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer date of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders issue of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11notice; provided that upon written request from the Company WDO, the Authority may extend the aforesaid period of 15 (fifteen) Days by a further period not exceeding 30 (thirty) Days. 23.2.2 During the period of Suspension hereunder, all rights and liabilities vested in the WDO in accordance with the provisions of this Agreement shall continue to vest therein and all things done or actions taken, including expenditure incurred by the Authority for discharging the obligations of the WDO under and in accordance with this Agreement and the FSA shall be entitled deemed to no more than two have been done or taken for and on behalf of the WDO and the WDO undertakes to indemnify the Authority for all costs incurred during such period. 23.2.3 In the event that the Authority shall have rectified or removed the cause of Suspension within a period not exceeding 90 (2ninety) such Suspension Periods during any twelve (12) month period. During Days from the date of Suspension, Authority shall revoke the Suspension Period, none forthwith and restore all rights of the Holders WDO under this Agreement. For the avoidance of doubt, the Parties expressly agree that the Authority may revoke the Suspension at any time, whether or not the cause of Suspension has been rectified or removed hereunder. 23.2.4 At any time during the period of Suspension under this Clause 23, the WDO may by notice require the Authority to revoke the Suspension and issue a termination notice., the Authority shall, within 15 (fifteen) Days of receipt of such notice, terminate this Agreement under and in accordance with Clause 23.3. It is clarified that all the provisions of this Agreement shall offer or sell any Registrable Shares apply, mutatis mutandis, to a termination pursuant to this Clause 23.2 as if a termination notice had been issued by the Authority upon occurrence of a WDO Event of Default. 23.2.5 Notwithstanding anything to the contrary contained in this Agreement, in the event that Suspension is not revoked within 180 (one hundred and eighty) Days from the date of Suspension hereunder or within the extended period, if any, set forth in reliance Clause 23.2, then unless otherwise agreed by the Parties, this Agreement shall, upon expiry of the Registration Statement (or aforesaid period, be deemed to have been terminated by mutual agreement of the prospectus relating thereto). The Company Parties and all the provisions of this Agreement shall use commercially reasonable efforts apply, mutatis mutandis, to terminate any Suspension Period such termination as promptly as practicableif a termination notice had been issued by the Authority upon occurrence of a WDO Event of Default.

Suspension. Notwithstanding anything to the contrary contained in this Agreement Article II, but subject to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above limitations set forth in this Section 11; provided that 2.5, the Company shall be entitled to no more than two suspend its obligation to (2a) file or submit any Registration Statement in connection with any Demand Registration or Shelf Registration, (b) file or submit any amendment to such a Registration Statement, (c) file, submit or furnish any supplement or amendment to a Prospectus included in such a Registration Statement, (d) make any other filing with the SEC, (e) cause such a Registration Statement or other filing with the SEC to become or remain effective or (f) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (each such occasion, a “Suspension Periods during Period”): (i) the issuance by the SEC of a stop order suspending the effectiveness of any twelve such Registration Statement or the initiation of proceedings with respect to such a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (12ii) month periodthe Board of Directors’ determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries or (iii) the Company or Holders possessing material non-public information the disclosure of which the Board of Directors determines, in its good faith judgment, would reasonably be expected to not be in the best interests of the Company. During Upon the occurrence of any of the conditions described in clause (i), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the date on which the Company gives the Holders a notice that the Suspension PeriodPeriod has terminated. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.5, none once the Suspension Period ends the Holders requesting such registration may request a new Demand Registration or Shelf Registration. Notwithstanding anything to the contrary in this Article II, the Company shall not be in breach of, or have failed to comply with, any obligation contained in this Agreement where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for disclosure to the Registration Participants or Holders, as applicable, and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such Registration Participants or Holders with respect to its investment in the Common Stock and agree to keep it confidential, (b) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to confidentiality arrangements with such Holder, (c) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (d) as required by applicable Law (provided, that the Holder gives prior written notice to the Company of such requirement no later than five days prior to such disclosure, which notice shall include the contents of the Holders shall offer or sell proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any Registrable Shares pursuant other Holder who is subject to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableforegoing confidentiality requirement.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish contrary and subject to the Holders limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Issuers and the Guarantors shall be entitled to suspend their obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a certificate signed Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the President or Chief Executive Officer Commission of a stop order suspending the effectiveness of the Company stating that Shelf Registration Statement or the Board has made initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes Board of effecting offers or sales Directors of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) general partner of material, nonpublic information concerning the Company, its business makes it appropriate to postpone or prospects or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any proposed material transaction involving of the Companyconditions described in clause (A), (iiB) that such premature disclosure would be materially adverse or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof to the CompanyHolders. Upon the termination of such condition, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential Issuers shall give prompt notice thereof to suspend the use by the Holders of such and shall promptly proceed with all Registration Statement Actions that were suspended pursuant to this paragraph. The Issuers may only suspend Registration Actions pursuant to the preceding paragraph for one or more periods (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant theretoeach, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than to exceed, in the aggregate, (x) forty-five (45) days after delivery by in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the Company obligations of the certificate referred Issuers to above pay Additional Interest under the circumstances set forth in this Section 11; provided 5 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the Company shall be entitled to no more than two Suspension Period has terminated and (2) such the date on which the number of days during which a Suspension Periods during Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement The Company's right to Put the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto Investor shall be suspended upon any of the following events, and shall remain suspended until such event is rectified: i. The trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods consecutive Trading Days during the Open Period; or ii. The Common Stock ceases to be quoted, listed, traded or has "no bid" (on any twelve given trading day during the relevant Pricing Period) on the Principal Market or the Registration Statement is no longer effective (12) month periodexcept as permitted hereunder). During Immediately upon the Suspension Period, none occurrence of one of the Holders above-described events, the Company shall offer send written notice of such event to the Investor. the “Indemnitor”) shall defend, protect, indemnify and hold harmless the Investor and all of the investor’s shareholders, officers, directors, employees, counsel, and direct or sell indirect investors and any Registrable Shares pursuant of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (I) any misrepresentation or breach of any representation or warranty made by the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby; (II) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (III) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any such Registration Statement (Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableIndemnitees may be subject to.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above contrary contained in this Section 11; provided that 2, but subject to the limitations set forth in this Section 2.6, the Company shall be entitled to no more than suspend its obligation to (a) file or submit (but not to prepare) any Registration Statement in connection with any Demand Registration or Shelf Registration, (b) file or submit any amendment to such a Registration Statement, (c) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (d) make any other filing with the SEC, (e) cause such a Registration Statement or other filing with the SEC to become or remain effective or (f) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (i) the issuance by the SEC of a stop order suspending the effectiveness of any such Registration Statement or the initiation of proceedings with respect to such a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) the Board of Directors’ determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries or (iii) the Company possessing material non-public information the disclosure of which the Board of Directors determines, in its good faith judgment, would reasonably be expected to not be in the best interests of the Company. Upon the occurrence of any of the conditions described in clause (i), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to clause (ii) or (iii) above on two (2) such Suspension Periods occasions during any period of twelve (12) consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of ninety (90) days (which period may not be extended or renewed) during such twelve (12) consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Holders a notice that the Suspension Period has terminated and (y) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day limit during such twelve (12) consecutive month period. During If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.6, once the Suspension PeriodPeriod ends the Holders requesting such registration may request a new Demand Registration or Shelf Registration (and any such request for a Demand Registration shall not be counted as an additional Demand Registration for purposes of Section 2.1.1). Notwithstanding anything to the contrary in this Section 2, none the Company shall not be in breach of, or have failed to comply with, any obligation under this Section 2 where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for disclosure to the Registration Participants or Holders, as applicable, and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such Registration Participants or Holders with respect to its investment in the Common Stock and agree to keep it confidential, (b) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to confidentiality arrangements with such Holder, (c) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (d) as required by applicable Law (provided, that the Holder gives prior written notice to the Company of such requirement and the contents of the Holders shall offer or sell proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any Registrable Shares pursuant other Holder who is subject to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableforegoing confidentiality requirement.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (ia) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the The Company shall be entitled on one (1) occasion in any six (6) month period, for a period of time not to no more than two exceed sixty (260) such Suspension Periods during days in the aggregate in any six (6) month period and seventy-five (75) days in any twelve (12) month periodperiod to (x) defer any registration of Registrable Securities and shall have the right not to file and not to cause the effectiveness of any registration covering any Registrable Securities, (y) suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement, if the Company delivers to the Investors a certificate signed by an executive officer certifying that such registration and offering would (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing, acquisition, disposition, reorganization, restructuring, pending or proposed transaction or announcement or other similar transaction or action involving the Company or any of its subsidiaries then under consideration. During the Suspension Period, none Such certificate shall contain a statement of the reasons for such suspension and an approximation of the anticipated length of such suspension. The Investors shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 3.03(a)(xiv). (b) If the Company defers any registration of Registrable Securities in response to an Underwritten Offering Notice or requires the Investors or the Holders to suspend any Underwritten Offering, the FP Investor Parties shall offer or sell be entitled to withdraw such Underwritten Offering Notice and if it does so, such request shall not be treated for any Registrable Shares purpose as the delivery of an Underwritten Offering Notice pursuant to or in reliance upon Section 3.01(f). (c) In the Registration Statement (or event that the prospectus relating thereto). The Company shall use commercially reasonable efforts exercise its right to terminate any Suspension Period as promptly as practicabledelay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the total aggregated period of suspension.

Suspension. Notwithstanding anything Upon receipt of a notice (a “Suspension Notice”) from the Company of the happening of any event that makes any statement made in this Agreement the S-3 or related prospectus untrue or which requires the making of any changes in such S-3 or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the contrarystatements therein in light of the circumstances under which they were made not misleading, if Purchaser agrees that it shall forthwith discontinue disposition of shares pursuant to such S-3 until Purchaser’s receipt of the copies of the supplemented or amended prospectus (which the Company shall furnish use commercially reasonable efforts to prepare and distribute promptly) or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. Notwithstanding anything to the Holders contrary in this Agreement, upon the delivery of a Suspension Notice the Company may delay the filing of any required amendment or supplement to the S-3 if: (a) in the good faith and reasonable judgment of the Board of Directors of the Company, disclosure of such amended information could be seriously detrimental to the Company, and the Board of Directors of the Company concludes, as a result, that it is in the best interest of the Company to defer the filing of such amendment or supplement at such time, and (b) the Company furnishes to Purchaser a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made in the good faith determination judgment of the Board of Directors of the Company, it could be seriously detrimental to the Company for such amendment or supplement to be filed at such time and that it is, therefore, in the best interest of the Company to defer the filing of such amendment or supplement to the S-3; provided, however, that (i) that continued use by the Holders Company shall have the right to defer such filing for a period of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Companynot more than 30 days, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely shall not defer its obligation in this manner more than two times and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto S-3 Effective Period shall be suspended extended for a period (the “Suspension Period”) amount of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided time that the Company shall be entitled S-3 is unavailable due to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto)a deferral. The Company shall use commercially reasonable efforts be permitted to terminate enter stop transfer instructions with the Company’s transfer agent with respect to the Registrable Securities during any period under which a Suspension Period as promptly as practicable.Notice shall be in effect

Suspension. Notwithstanding anything (a) Without prejudice and in this Agreement addition to the contraryprovisions on suspension as set out in the terms for the relevant Service(s): (i) Inventive Designers is entitled to suspend the provision of Services in whole or in part, with immediate effect and without court intervention, if Inventive Designers in its discretion determines that the Company jeopardizes or threatens to jeopardize Inventive Designers' rights and/or provision of services to Inventive Designers' customers, poses a security risk to or may materially harm the Services or any third party, may adversely impact the services, systems or content of any other Inventive Designers customer, or may subject Inventive Designers, its Affiliates or any third party to liability; (ii) Inventive Designers is entitled to suspend the provision of Services in whole or in part, with immediate effect and without recourse to the courts, if the Company shall furnish fails to comply with one or more of the obligations under the Agreement and fails to cure such breach within a period of thirty (30) calendar days following notice thereof by Inventive Designers; (iii) Inventive Designers is entitled to suspend the provision of Services in whole or in part, with immediate effect and without recourse to the Holders courts, if it is allowed or required to do so by Law; (iv) The Company acknowledges and agrees that Inventive Designers may reasonably suspend the provision of Services in emergency situations so as to avoid and limit to a certificate signed by the President or Chief Executive Officer of strict minimum any detrimental impact for Inventive Designers, the Company stating that the Board has made the good faith determination and/or other customers of Inventive Designers; (ib) that continued use Inventive Designers will, where not prohibited by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, Law and where reasonable under the Securities Actcircumstances, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the provide Company with prior notice of any such material transaction significantly less likely suspension or discontinuation of Services and (iii) that it is therefore essential an opportunity to suspend the use by the Holders of take steps to avoid any such Registration Statement (suspension and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall remain responsible for all Charges it has incurred through the date of suspension and Company will not be entitled to no more than two any service credits under any SLA pertaining to any suspended Service. (2c) such Suspension Periods during Inventive Designers’ right to suspend Company’s or any twelve (12) month period. During the Suspension Period, none of the Holders shall offer User’s right to access or sell use any Registrable Shares Service is in addition to Inventive Designers’ right to terminate this Agreement pursuant to or in reliance upon the Registration Statement this clause 12. (or the prospectus relating thereto). The Company shall use commercially reasonable efforts d) This clause 12 is without prejudice to terminate any Suspension Period as promptly as practicableInventive Designers' other rights and remedies under applicable Law and contract.

Suspension. Notwithstanding anything in this Agreement to In the contrary, if case of a registration for the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales sale of Registrable Shares pursuant thereto would requireSecurities, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company upon receipt of any such material transaction significantly less likely and notice (iiia "Suspension Notice") that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by from the Company of the certificate referred happening of any event which makes any statement made in the registration statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus so that they will not contain any untrue statement of a material fact or omit to above state any material fact required to be stated therein or necessary to make the statements therein not misleading, each holder of Registrable Securities registered under such registration statement shall forthwith discontinue disposition of such Registrable Securities pursuant to such registration statement until such holder's receipt of the copies of the supplemented or amended prospectus or until it is advised in this Section 11writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus; provided provided, however, that the Company shall be entitled to no not give a Suspension Notice until after the registration statement has been declared effective and shall not give more than two (2) such Suspension Periods Notices to the Holders in respect to all Registrable Securities and pursuant to this Article V during any period of twelve (12) month period. During consecutive months and in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended prospectus (the "Suspension Period") exceed 45 days. In the event that the Company shall give any Suspension Notice, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable its best efforts and take such actions as are reasonably necessary to terminate any render the Advice and end the Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contraryprovisions of Section 2(e), if Section 2(g) and Section 3(e) below, in the event that the Board determines that it is in the best interests of the Company shall furnish to suspend the filing of a Demand Registration Statement under Section 2(a), or the use of an effective Demand Registration Statement, as applicable, or any related Prospectus, the Company may, upon delivery of a Suspension Notice to the Holders a certificate signed of Registerable Securities covered by any such effective registration statement, suspend the rights of the Holders to offer, sell or distribute any Registerable Securities pursuant to such registration statement or to require the Company to take action with respect to the registration or sale of any Registerable Securities pursuant to such registration statement, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 365-day period), if any of the following events will occur: (i) the underwriters of an underwritten public offering of shares of Capital Stock by the President Company advise the Company that the (b) Subject to the provisions of Section 3(e), in the event that (i) all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension or Chief Executive Officer (ii) the consummation of any business combination or acquisition by the Company has occurred or is probable that would require the Company to file financial statements with the SEC under Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X, the Company may (A) suspend the rights of the Holders to require the Company to take action with respect to the registration of any Registerable Securities and (B) upon delivery of a Suspension Notice to the Holders with Registerable Securities covered by an effective Demand Registration Statement, may direct such Holders to suspend sales of the Registerable Securities pursuant to such registration statement (in each case, to the extent required under the Securities Act or the Exchange Act), until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Demand Registration Statement. In such case, the Company agrees to use its commercially reasonable efforts to file such reports or obtain and file the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Demand Registration Statement, as applicable, as promptly as reasonably practicable. (c) Subject to the provisions of Section 3(e), with respect to any underwritten public offering of Capital Stock by the Company, each Holder agrees not to directly or indirectly sell, offer for sale or otherwise transfer any Registerable Securities during any of the following periods: (i) unless the managing underwriters administering the offering otherwise agree, the period commencing 10 days prior to the anticipated effective date of a registration statement for any underwritten public offering of Capital Stock (or any securities convertible into or exchangeable or exercisable for the Capital Stock) and ending 90 days after such effectiveness and (ii) if the Demand Registration Statement is a Shelf Registration Statement, unless the managing underwriters administering the offering otherwise agree, the period commencing 10 days prior to the anticipated date of the Company’s notice of commencement of distribution in connection with such offering and ending 90 days after the commencement of such distribution. Notwithstanding the provisions of this Section 3(c): (i) any applicable period shall terminate on such earlier date as the Company gives notice to the Holders that the Company declines to proceed with any such offering set forth in this Section 3(c); (ii) all executive officers and directors of the Company stating that then holding shares of Capital Stock or securities convertible into or exchangeable or exercisable for Capital Stock shall enter into similar agreements for not less than the Board has made the good faith determination (i) that continued use by entire time period required of the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely hereunder; and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer be allowed any concession or sell proportionate release allowed to any Registrable Shares pursuant to executive officer or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicabledirector that entered into similar agreements.

Suspension. Notwithstanding anything in The "suspension" of this Agreement agreement means a temporary cessation of State support or assistance pending corrective action by the Grantee or pending a decision to terminate the agreement by the Department. Work should stop unless the Grantee wants to continue at its own expense and is not otherwise required for good cause to stop by the Department. If the Grantee fails to comply with any term, condition, requirement, or provision of this agreement, the Department may upon notice to the contraryGrantee suspend this agreement and withhold further payments, if prohibit the Company Grantee from incurring additional obligations of grant funds pending corrective action by the Grantee, or decide to terminate this agreement in accordance with paragraph C of this Section XVIII, Termination, Expiration, and Suspension. The Department may allow all necessary and proper costs which the Grantee could not reasonably avoid during the period of suspension provided that they meet the provisions of federal OMB Circulars A-102 or A-110 and the appropriate federal common rule, whichever would be applicable under federal law. The Department may terminate this agreement, in whole or in part, upon thirty (30) days notice, whenever it determines that the Grantee has failed to comply with any term, condition, requirement, or provision of this agreement. The Department shall furnish promptly notify the Grantee, in writing, of its determination and the reasons for the termination together with the date on which the termination shall take effect. If the State terminates this agreement because of a default by the Grantee, an equitable adjustment in grant payments shall be made, which shall reflect payments made to the Holders a certificate signed Grantee prior to the termination, costs reasonably incurred by the President Grantee for commitments made prior to the termination which were not made in anticipation of termination and cannot be canceled, and any costs to the State resulting from default by the Grantee. The Department and the Grantee may terminate this agreement in whole, or Chief Executive Officer in part, when both parties agree that the continuation of the Company stating that project would not produce beneficial results commensurate with the Board has made further expenditure of funds. The two parties shall agree upon the good faith determination (i) that continued use by termination conditions including the Holders date on which the termination shall take effect, and, in case of partial terminations, the portion to be terminated. The Grantee shall not incur new obligations for the terminated portion after the date on which the termination shall take effect, and shall cancel as many outstanding obligations as possible. The closeout procedures described in Section XVII of the Registration Statement for purposes General Terms and Conditions of effecting offers or sales this agreement, Closeout Procedures, shall apply in all cases of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) termination of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableagreement.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as reasonably practicable.. OMM_US:72091733.11

Suspension. 10.1 The Company may suspend you from your duties on full pay to allow the Company to investigate any bona-fide complaint made against you in relation to your employment with the Company. No such suspension shall last more than thirty (30) days unless, before the end of the initial thirty (30) day period, the Company provides you with written notice explaining why the suspension will last for up to an additional thirty (30) days; in no event shall such suspension be extended a second time without your written consent. Any suspension that complies with this clause 10 shall not constitute a material breach of this Contract. Notwithstanding anything in any other provision of this Agreement Agreement, you may at any time (including during the pendency of any suspension) assert that there is a basis unrelated to the contrary, if the Company shall furnish suspension to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided claim that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none is in material breach of the Holders Contract; and any suspension conducted in accordance with this clause 10 shall offer not alter or sell delay the effectiveness of any Registrable Shares pursuant notice delivered by you in accordance with clause 9.4 prior to the initiation of such suspension. 10.2 Provided you continue to enjoy your full contractual benefits and receive your pay in accordance with this Contract, the Company may in its absolute discretion do all or in reliance upon any of the Registration Statement (following during the notice period or any part of the notice period, after you or the prospectus relating theretoCompany have given notice of termination to the other, without breaching this Contract or incurring any liability or giving rise to any claim against it: 10.2.1 exclude you from the premises of any company of the CME Group; 10.2.2 require you to carry out only specified duties (consistent with your status, role and experience) or to carry out no duties; 10.2.3 announce to any of its employees, suppliers, customers and business partners that you have been given notice of termination or have resigned (as the case may be). The ; 10.2.4 prohibit you from communicating in any way with any or all of the suppliers, customers, business partners, employees, agents or representatives of the CME Group until your employment has terminated except to the extent that you are authorised by the General Counsel of CME Ltd. in writing; and 10.2.5 require you to comply with any other reasonable conditions imposed by the Company. 10.3 You will continue to be bound by all obligations owed to the Company shall use commercially reasonable efforts to terminate any Suspension Period under this Contract until termination of this Contract in accordance with clause 9 or such later date as promptly as practicableprovided herein.

Suspension. If the filing, initial effectiveness or continued use of a Registration Statement with respect to a Demand Registration or a Shelf Registration would require the Company to make a public disclosure of material non-public information, which disclosure the Company determines in good faith (after consultation with external legal counsel) would materially impact the Company or would materially impede, delay or interfere with on the Company's ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such determination to the Shareholder, delay the filing or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or any Prospectus or Free Writing Prospectus; provided, however, that, unless otherwise approved in writing by the Shareholder, the Company shall not be permitted to do so for a period of time in excess of ninety (90) days in the case of any single delay or suspension, and the number of days in any 12-month period on which such a suspension is in effect shall not exceed one hundred twenty (120) (except that such number of days shall not exceed ninety (90) in the 12-month period commencing on the Closing Date (as defined in the Combination Agreement)). In the event that the Company exercises its rights under the preceding sentence, the Shareholder shall suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus or Free Writing Prospectus relating to such Demand Registration or Shelf Registration in connection with any sale or offer to sell Registrable Shares. In the event of such a suspension for which notice is given by the Company after the effectiveness of the applicable Registration Statement, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period) shall be extended by the number of days of such suspension. The Shareholder shall keep confidential the receipt of any notice under this Section 3.5 and the contents thereof, except as required pursuant to applicable law, and, during any period of such delay or suspension, shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company. Notwithstanding anything in this Agreement to the contrary, if upon the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company commencement of any such material transaction significantly less likely and (iii) that it is therefore essential to Scheduled Black-Out Period, the Shareholder shall immediately suspend the use by of any Prospectus or Free Writing Prospectus in connection with any sale or offer to sell Registrable Shares until the Holders termination of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Scheduled Black-Out Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contrarySection 2.04(b) below, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination be entitled on one (i1) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would requireoccasion in any six (6) month period, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of time not more than to exceed forty-five (45) days after delivery by in the Company of the certificate referred to above aggregate in this Section 11; provided that the Company shall be entitled to no more than two any six (26) such Suspension Periods during month period and sixty (60) days in any twelve (12) month period (any such period. During the , a “Suspension Period”) to (x) defer any registration of Registrable Securities and shall have the right not to file and not to cause the effectiveness of any registration covering any Registrable Securities, none (y) suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require each Holder of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to such registration statement and any related prospectus, if the Company delivers to each Holder a certificate signed by an executive officer certifying that such registration and offering would require the Company to make an Adverse Disclosure. Such certificate shall contain a statement of the Holders reasons for such suspension and an approximation of the anticipated length of such suspension. (b) Notwithstanding Section 2.04(a) above, no Suspension Period may exist during the sixty (60) days immediately following the effective date of the Resale Shelf Registration Statement, provided that such sixty (60) day period shall offer or sell be extended by the number of days during such period, and any Registrable Shares pursuant to or in reliance upon the extension thereof, during which such Resale Shelf Registration Statement (is not effective or the prospectus relating theretocontained therein is not available for use. (c) If the Company defers any registration of Registrable Securities in response to an Underwritten Offering Demand Notice or requires any Holder to suspend any Underwritten Offering, such Holder shall be entitled to withdraw such Underwritten Offering Demand Notice and if it does so, such request shall not be treated for any purpose as the delivery of an Underwritten Offering Demand Notice pursuant to Section 2.01(f). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement to In the contrary, if case of a registration for the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales sale of Registrable Shares pursuant thereto would requireSecurities, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company upon receipt of any such material transaction significantly less likely and notice (iiia "Suspension Notice") that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by from the Company of the certificate referred happening of any event which makes any statement made in the registration statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus so that they will not contain any untrue statement of a material fact or omit to above state any material fact required to be stated therein or necessary to make the statements therein in this Section 11light of the circumstances under which they were made not misleading, each holder of Registrable Securities registered under such registration statement shall forthwith discontinue disposition of such Registrable Securities pursuant to such registration statement until such holder's receipt of the copies of the supplemented or amended prospectus or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus; provided PROVIDED, HOWEVER, that the Company shall be entitled to no not give a Suspension Notice until after the registration statement has been declared effective and shall not give more than two (2) such one Suspension Periods Notice to the Holders in respect to all Registrable Securities and pursuant to this Section 7 during any period of twelve (12) month period. During consecutive months and in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended prospectus (the "Suspension Period") exceed 90 days. In the event that the Company shall give any Suspension Notice, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable its best efforts and take such actions as are reasonably necessary to terminate any render the Advice and end the Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything ‌ 23.2.1 The Parties agree that, in the event of any emergency warranting the de- commissioning or shut-down of the whole or part of the Washery, the Authority shall be entitled, subject to Applicable Laws and without prejudice to its other rights and remedies under this Agreement Agreement, to (a) suspend all rights of the WDO under this Agreement, and (b) exercise such rights itself and perform the obligations hereunder or authorise any other person to exercise or perform the same on its behalf during such suspension (the "Suspension"). Suspension hereunder shall be effective forthwith upon issue of notice by the Authority to the contrary, if WDO and may extend up to a period not exceeding 15 (fifteen) Days from the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer date of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders issue of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11notice; provided that upon written request from the Company WDO, the Authority may extend the aforesaid period of 15 (fifteen) Days by a further period not exceeding 30 (thirty) Days. 23.2.2 During the period of Suspension hereunder, all rights and liabilities vested in the WDO in accordance with the provisions of this Agreement shall continue to vest therein and all things done or actions taken, including expenditure incurred by the Authority for discharging the obligations of the WDO under and in accordance with this Agreement and the FSA shall be entitled deemed to no more than two have been done or taken for and on behalf of the WDO and the WDO undertakes to indemnify the Authority for all costs incurred during such period. 23.2.3 In the event that the Authority shall have rectified or removed the cause of Suspension within a period not exceeding 90 (2ninety) such Suspension Periods during any twelve (12) month period. During Days from the date of Suspension, Authority shall revoke the Suspension Period, none forthwith and restore all rights of the Holders WDO under this Agreement. For the avoidance of doubt, the Parties expressly agree that the Authority may revoke the Suspension at any time, whether or not the cause of Suspension has been rectified or removed hereunder. 23.2.4 At any time during the period of Suspension under this Clause 23, the WDO may by notice require the Authority to revoke the Suspension and issue a termination notice., the Authority shall, within 15 (fifteen) Days of receipt of such notice, terminate this Agreement under and in accordance with Clause 23.3. It is clarified that all the provisions of this Agreement shall offer or sell any Registrable Shares apply, mutatis mutandis, to a termination pursuant to this Clause 23.2 as if a termination notice had been issued by the Authority upon occurrence of a WDO Event of Default. 23.2.5 Notwithstanding anything to the contrary contained in this Agreement, in the event that Suspension is not revoked within 180 (one hundred and eighty) Days from the date of Suspension hereunder or within the extended period, if any, set forth in reliance Clause 23.2, then unless otherwise agreed by the Parties, this Agreement shall, upon expiry of the Registration Statement (or aforesaid period, be deemed to have been terminated by mutual agreement of the prospectus relating thereto). The Company Parties and all the provisions of this Agreement shall use commercially reasonable efforts apply, mutatis mutandis, to terminate any Suspension Period such termination as promptly as practicableif a termination notice had been issued by the Authority upon occurrence of a WDO Event of Default.

Suspension. Notwithstanding anything in this Agreement to the contrary, if in the event (i) of any non-voluntary demand on the Company by the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which requires to comply with applicable law the making of any changes in a Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall furnish to the selling Holders a certificate signed by the President Chief Executive Officer or Chief Executive Financial Officer of the Company stating that setting forth in detail the Board has made the good faith determination (i) that continued use by the Holders facts relating to one or more of the Registration Statement for purposes above described circumstances, and the right of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse selling Holders to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such a Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five ten (4510) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares Securities pursuant to or in reliance upon the a Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable its best efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement The Company may, by notice given to the contraryapplicable Requesting Holder, if require such Requesting Holder not to make any sale of Registrable Securities pursuant to a Demand Registration Statement effected pursuant to this Section 1 if, in the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer reasonable good faith judgment of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders board of the Registration Statement for purposes directors of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (iiA) securities laws applicable to such sale would require the Company to disclose Non-Public Information and (B) the disclosure of such Non-Public Information would reasonably be expected to have a material adverse effect on the business or operations of the Company or any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction. In the event that sales under the Demand Registration Statement are suspended because of the obligation to disclose Non-Public Information, the Company will notify such premature disclosure would Requesting Holder promptly upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of such Requesting Holder) or ceasing to be materially adverse material to the Company, its business or prospects or any and upon such proposed material transaction or would make the successful consummation notice being given by the Company of any Company, such material transaction significantly less likely and (iii) that it is therefore essential Requesting Holder shall again be entitled to suspend sell Registrable Securities pursuant to such Demand Registration Statement. Notwithstanding the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant theretoforegoing, then the right of the Holders Company pursuant to use the Registration Statement this clause (and the prospectus relating theretog) to require such Requesting Holder to suspend sales under such registration statement shall not extend for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) consecutive days after delivery by the Company and shall not exceed ninety (90) total days in any rolling period of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During consecutive months during which the Suspension PeriodRegistrable Securities are saleable pursuant to a registration statement; provided, none however, that the period of time, if any, used by the Company pursuant to Section 1(b) to delay the filing or effectiveness of the Holders registration statement shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement be counted towards this ninety (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable90) day period.

Suspension. Notwithstanding anything in this Agreement The Company may, by notice given to the contraryapplicable Requesting Holder, if require such Requesting Holder not to make any sale of Registrable Securities pursuant to a Demand Registration Statement effected pursuant to this Section 1 if, in the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer reasonable good faith judgment of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders board of the Registration Statement for purposes directors of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (iiA) securities laws applicable to such sale would require the Company to disclose Non-Public Information and (B) the disclosure of such Non-Public Information would reasonably be expected to have a material adverse effect on the business or operations of the Company or any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction. In the event that sales under the Demand Registration Statement are suspended because of the obligation to disclose Non-Public Information, the Company will notify such premature disclosure would Requesting Holder promptly upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of such Requesting Holder) or ceasing to be materially adverse material to the Company, its business or prospects or any and upon such proposed material transaction or would make the successful consummation notice being given by the Company of any Company, such material transaction significantly less likely and (iii) that it is therefore essential Requesting Holder shall again be entitled to suspend sell Registrable Securities pursuant to such Demand Registration Statement. Notwithstanding the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant theretoforegoing, then the right of the Holders Company pursuant to use the Registration Statement clause (and the prospectus relating theretog) to require such Requesting Holder to suspend sales under such registration statement shall not extend for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) consecutive days after delivery by the Company and shall not exceed ninety (90) total days in any rolling period of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During consecutive months during which the Suspension PeriodRegistrable Securities are saleable pursuant to a registration statement; provided, none however, that the period of time, if any, used by the Company pursuant to Section 1(b) to delay the filing or effectiveness of the Holders registration statement shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement be counted towards this ninety (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable90) day period.

Suspension. Notwithstanding anything in this Agreement 4.1 Subject to the contrary, if provisions of this Section 4 and a good faith determination by the Company shall furnish to that it is in the Holders a certificate signed by the President or Chief Executive Officer best interests of the Company stating that to postpone the Board has made the good faith determination (i) that continued use by the Holders effectiveness of the a Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by of any Registration Statement, following the Holders effectiveness of such Registration Statement (and the prospectus relating thereto) for purposes filings with any U.S. federal or state securities commission), the Company, by written notice to the Holders, may delay the effectiveness of effecting offers a Registration Statement or direct Holders to suspend sales of the Registrable Securities pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 45 consecutive days or 90 total days in any 365-day period), if any of the following events will occur: (i) an underwritten public offering of IPO Common Shares by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Securities by Holders pursuant theretoto the Registration Statement would have a material adverse effect on the Company’s underwritten public offering, then (ii) there is material non-public information regarding the Company that (A) the Company determines not to be in the Company’s best interest to disclose, (B) would, in the good faith determination of the Company, require a revision to the Registration Statement so that it will not contain any untrue statement of a material 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) the Company is not otherwise required to disclose, or (iii) there is a significant bona 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 that the Company determines not to be in the Company’s best interests to disclose. If the Company shall postpone the filing of a Registration Statement, the Majority Selling Holders of the registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Suspension Notice (as defined below). Such withdrawn registration request shall not be treated as a request for a registration effected pursuant to Section 3.3 (and shall not be counted towards the number of registrations effected). 4.2 Upon the earlier to occur of (i) the Company delivering to the Holders an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, the Company will use commercially reasonable efforts to promptly make effective, amend or supplement the Registration Statement so as to permit the Holders to begin or resume sales of the Registrable Securities as soon as possible. 4.3 In the case of an event that causes the Company to delay the effectiveness of a Registration Statement or suspend the use of a Registration Statement (a “Suspension Event”), the Company will give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Securities, if applicable, and such notice will state that such delay or suspension will continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate postponement or suspension of the effectiveness of the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or as promptly as possible. Holders will not affect any sales of the Registrable Shares Securities pursuant thereto shall be suspended for to such Registration Statement (or such filings) at any time after a period (the “Suspension Period”) of not more than forty-five (45) days after delivery Notice has been delivered by the Company prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, the Holders will deliver to the Company (at the reasonable expense of the certificate referred to above Company) all copies other than permanent file copies then in this Section 11; provided that Holders’ possession of the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During Prospectus covering the Registrable Securities at the time of receipt of the Suspension Period, none Notice. The Holders may commence effecting sales of the Holders shall offer or sell any Registrable Shares Securities pursuant to or in reliance upon the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the prospectus relating thereto). The Company, which End of Suspension Notice will be given by the Company shall use commercially reasonable efforts to terminate the Holders in the manner described above promptly following the conclusion of any Suspension Period as promptly as practicableEvent and its effect.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contrary, if provisions of this Section 4 and a good faith determination by the Company shall furnish to that it is in the Holders a certificate signed by the President or Chief Executive Officer best interests of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by of any Resale Registration Statement, following the Holders effectiveness of such Resale Registration Statement (and the prospectus relating thereto) for purposes of effecting offers filings with any U.S. federal or state securities commission), the Company, by written notice to Holder, may direct Holder to suspend sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the such Resale Registration Statement for such time periods as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the prospectus relating theretofollowing events will occur: (i) an underwritten public offering of Common Shares by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by Holder pursuant to the Resale Registration Statement would have a material adverse effect on the Company’s offering, (ii) there is material non-public information regarding the Company that (A) the Company determines not to be in the Company’s best interest to disclose, (B) would, in the good faith determination of the Company, require a revision to the Resale Registration Statement so that it will not contain any untrue statement of a material 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) the Company is not otherwise required to disclose, or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business). The , including any significant merger, consolidation, tender offer or other similar transaction) available to the Company shall that the Company determines not to be in the Company’s best interests to disclose. (b) Upon the earlier to occur of (i) the Company delivering to Holder an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, the Company will use commercially reasonable efforts to terminate any promptly amend or supplement the Resale Registration Statement so as to permit Holder to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes the Company to suspend the use of a Resale Registration Statement (a “Suspension Period as promptly as practicable.Event”), the Company will give written notice (a “Suspension Notice”) to

Suspension. Notwithstanding anything This section provides the parties’ exclusive remedy for any infringement claims or damages. Exabytes Enterprise may suspend provision of TOS to You without liability if: 7.1 Exabytes Enterprise reasonably believes that the TOS is being used by You in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer violation of the Company stating Master Service Agreement or any applicable law, court order, rule or regulation in any jurisdiction; 7.2 You do not cooperate with Exabytes Enterprise's investigation of any suspected violation of the Master Service Agreement or any applicable law, court order, rule or regulation in any jurisdiction; 7.3 Exabytes Enterprise reasonably believes that TOS provided to You has been accessed or manipulated by third party without Your consent or in violation of the Master Service Agreement; 7.4 Exabytes Enterprise reasonably believes that suspension of the TOS is necessary to protect Exabytes Enterprise's network or other Exabytes Enterprise customers; 7.5 A payment of the TOS is overdue by more than 30 days; 7.6 The continued use of the TOS by You may adversely impact the TOS or the systems or content of any other Exabytes Enterprise customers; 7.7 Exabytes Enterprise reasonably believes that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes TOS by You may subject Exabytes Enterprise, its affiliates or any third party to liability; or 7.8 Suspension is required by law, regulation, rule or court order. Exabytes Enterprise will give You reasonable advanced notice of effecting offers a suspension and a chance to cure the grounds on which the suspension is based, unless Exabytes Enterprise determines, in Exabytes Enterprise's reasonable commercial judgement that a suspension on shorter or sales of Registrable Shares pursuant thereto would requirecontemporaneous notice is necessary to protect Exabytes Enterprise or its other customers from operational, under the Securities Actsecurity, premature disclosure in the Registration Statement (or other risk or the prospectus relating thereto) of material, nonpublic information concerning suspension is ordered by a court or other judicial body. If Exabytes Enterprise suspends the Company, its business Your right to access or prospects use any portion or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right all of the Holders TOS: a) You remain responsible for all fees and charges You have incurred through the date of suspension; b) You remain responsible for any applicable fees and charges for any service to use the Registration Statement (and the prospectus relating theretowhich You have continued to have access, as well as applicable; c) for purposes of effecting offers or sales of Registrable Shares pursuant thereto You shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2SLA Credits under any Service Level Agreement for any period of suspension; d) At Exabytes Enterprise's sole discretion, Exabytes Enterprise may terminate Your access to the TOS or Your content stored in the TOS during a suspension. Exabytes Enterprise shall not be liable to You for any damages or losses You may incur as a result of such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicablesuspension.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made the good faith determination (i) that continued use by the Holders of the a Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the such Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 115.2; provided that the Company shall be entitled to no more than two one (21) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement Statements (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. (a) Notwithstanding anything in this Agreement to the contraryset forth herein, if the Company shall furnish may, upon written notice to each Holder, suspend the Holders a certificate signed by the President or Chief Executive Officer use, from time to time, of the Company stating prospectus that the Board has made the good faith determination (i) that continued use by the Holders is part of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Shelf Registration Statement (and therefore suspend sales under the prospectus relating theretoShelf Registration Statement) for purposes if any of effecting offers the following occurs: (i) the Company determines in good faith that: (a) the offer or sales sale of any of Registrable Shares pursuant theretoSecurities under the Shelf Registration Statement would materially impede, then delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the right Company or its subsidiaries, (b) the sale of the Holders to use Registrable Securities under the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (and c) (x) the prospectus relating theretoCompany has a bona fide business purpose for preserving the confidentiality of a proposed transaction, (y) for purposes disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable (b) Each Holder agrees by acquisition of effecting offers or sales the Registrable Securities that upon receipt of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by any notice from the Company of the certificate referred happening of any event of the kind described in Section 2.3(a), such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to above the Shelf Registration Statement relating to such Registrable Securities until the expiration of the applicable suspension period as provided in this Section 11; provided that the Company shall be entitled to no more than two 2.3(a). (2c) such Suspension Periods during The cumulative periods of suspension under Section 2.3 may not exceed an aggregate of ninety (90) days in any rolling twelve (12) month period. During , except as a result of a refusal by the Suspension Period, none of Commission to declare any post-effective amendment to the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Shelf Registration Statement (or effective after the prospectus relating thereto). The Company shall use has used commercially reasonable efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate any Suspension Period as promptly as practicablethe suspension period immediately following the effective date of the post-effective amendment.

Suspension. Notwithstanding anything Upon receipt of a notice (a “Suspension Notice”) from the Company, after consultation with counsel, of the happening of any event that makes any statement made in this Agreement the Registration Statement or related prospectus untrue or which requires the making of any changes in such Registration Statement or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the contrarystatements therein in light of the circumstances under which they were made not misleading, if Purchaser agrees that it shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until Purchaser’s receipt of the copies of the supplemented or amended prospectus (which the Company shall furnish use commercially reasonable efforts to prepare and distribute promptly) or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. Notwithstanding anything to the Holders contrary in this Agreement, upon the delivery of a Suspension Notice the Company may delay the filing of any required amendment or supplement to the Registration Statement if: (a) in the good faith and reasonable judgment of the Board of Directors of the Company, after consultation with counsel, disclosure of such amended information could be seriously detrimental to the Company, and the Board of Directors of the Company concludes, as a result, that it is in the best interest of the Company to defer the filing of such amendment or supplement at such time, and (b) the Company furnishes to Purchaser a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made in the good faith determination judgment of the Board of Directors of the Company, it could be seriously detrimental to the Company for such amendment or supplement to be filed at such time and that it is, therefore, in the best interest of the Company to defer the filing of such amendment or supplement to the Registration Statement; provided, however, that (i) that continued use by the Holders Company shall have the right to defer such filing for a period of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Companynot more than 30 days, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely shall not defer its obligation in this manner more than two times and (iii) the Effective Period shall be extended for the amount of time that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for is unavailable due to such a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto)deferral. The Company shall use commercially reasonable efforts be permitted to terminate enter stop transfer instructions with the Company’s transfer agent with respect to the Registrable Securities during any period under which a Suspension Period as promptly as practicableNotice shall be in effect.

Suspension. Notwithstanding anything 8.1 Where this Contract relates to a specific Service User (a “Service User Contract”), it will automatically be suspended, with immediate effect, where a Service User is for any reason temporarily unable to receive the Services as a result of, without limitation, being placed in this Agreement hospital, in residential care or taking a holiday. Each Party shall use their best endeavours to notify the other Party as soon as possible if it becomes aware of any circumstances which are likely to give rise to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential need to suspend the use by Service User Contract. 8.2 Upon the Holders of such Registration Statement (Service User being ready to resume receiving the Services the automatic suspension referred to in Clause 8.1 shall automatically be lifted and the prospectus relating theretoParties’ obligations under this Service User Contract shall resume. 8.3 For the avoidance of doubt whilst a Service User Contract is suspended the Provider is not entitled to any payment under it. 8.4 If the Provider is in Serious Default of its obligations under this Contract (as must be stated in the Default Notice) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall Service Purchaser will be entitled to no more than two arrange for a competent person (2which may be one of the Service Purchaser’s employees) to carry out an investigation into the Serious Default. 8.5 If the Service Purchaser considers (acting reasonably) that: (a) the Serious Default is of such seriousness; or (b) there is a continuing threat to the health, safety or welfare of any of all of the Service Users, (c) such that in either case it is not appropriate for the Provider to carry on providing any of all of the Services then the Council will be entitled to service a Suspension Periods during any twelve (12Notice on the Provider. 8.6 In the event that a Suspension Notice is served: 8.6.1 the Provider will cease to provide the Services(s) month period. During set out in the Suspension PeriodNotice from the date specified in the Suspension Notice; 8.6.2 the Service Purchaser will be entitled either to provide some of all the Services(s) or employ another party to do so on its behalf for as long as the Suspension Notice is in force; and 8.6.3 the Service Purchaser will be entitled to cease any payments to the Provider, none which would otherwise be required under this Contract for the provision of the Holders shall offer relevant Services. 8.7 The Service Purchaser will use its reasonable endeavours to ensure that any investigation of a Serious Default is carried out as quickly as possible and will make available to the Provider a copy of the report of the investigation’s findings as soon as possible 8.8 If the Service Purchaser considers that the Provider should resume provision of some or sell any Registrable Shares pursuant all of the suspended Services(s) the Service Purchaser will serve on the Providers a Resumption Notice which will set out the Services(s) to or be resumed and the date upon which they are to be resumed. 8.9 The Service Purchaser will be entitled to set out in reliance upon the Registration Statement (or Resumption Notice such conditions in relation to the prospectus relating thereto). The Company shall use commercially reasonable efforts Provider’s resumption of the Services(s) as may be reasonable. 8.10 If the Service Purchaser considers that some of all of the suspended Services(s) are not to be resumed by the Provider the Service Purchaser will be entitled to terminate any Suspension Period as promptly as practicablethe Service(s) in accordance with the provisions of Clause 9.2.1.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contraryprovisions of Section 2(e), if Section 2(g) and Section 3(e) below, in the event that the Board determines that it is in the best interests of the Company shall furnish to suspend the filing of a Demand Registration Statement under Section 2(a), or the use of an effective Demand Registration Statement, as applicable, or any related Prospectus, the Company may, upon delivery of a Suspension Notice to the Holders a certificate signed of Registerable Securities covered by any such effective registration statement, suspend the rights of the Holders to offer, sell or distribute any Registerable Securities pursuant to such registration statement or to require the Company to take action with respect to the registration or sale of any Registerable Securities pursuant to such registration statement, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 365-day period), if any of the following events will occur: (i) the underwriters of an underwritten public offering of shares of Capital Stock by the President or Chief Executive Officer Company advise the Company that the 8 4877-1320-6390v 12 concurrent resale of the Registerable Securities by the Holders pursuant to the Demand Registration Statement would have a material adverse effect on the Company’s offering; (ii) there is material non-public information regarding the Company stating that (A) the Board has made determines not to be in the Company’s best interest to disclose, (B) would, in the good faith determination of the Company, require a revision to the Demand Registration Statement, as applicable, so that it will not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Company is not otherwise required by applicable securities laws or regulations to disclose at such time; or (iii) there is a significant bona 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 that the Board determines not to be in the Company’s best interests to disclose. Upon the earlier to occur of (i) that continued use by the Company delivering to the Holders an End of the Registration Statement for purposes of effecting offers Suspension Notice or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Companyend of the maximum permissible suspension period, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall will use commercially reasonable efforts to terminate promptly amend or supplement the Demand Registration Statement, if and as applicable, so as to permit the Holders to resume sales of the Registerable Securities as soon as reasonably practicable. (b) Subject to the provisions of Section 3(e), in the event that (i) all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension or (ii) the consummation of any business combination or acquisition by the Company has occurred or is probable that would require the Company to file financial statements with the SEC under Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X, the Company may (A) suspend the rights of the Holders to require the Company to take action with respect to the registration of any Registerable Securities and (B) upon delivery of a Suspension Period Notice to the Holders with Registerable Securities covered by an effective Demand Registration Statement, may direct such Holders to suspend sales of the Registerable Securities pursuant to such registration statement (in each case, to the extent required under the Securities Act or the Exchange Act), until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Demand Registration Statement. In such case, the Company agrees to use its commercially reasonable efforts to file such reports or obtain and file the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Demand Registration Statement, as applicable, as promptly as reasonably practicable. (c) Subject to the provisions of Section 3(e), with respect to any underwritten public offering of Capital Stock by the Company, each Holder agrees not to directly or indirectly sell, offer for sale or otherwise transfer any Registerable Securities during any of the following periods: (i) unless the managing underwriters administering the offering otherwise agree, the period commencing 10 days prior to the anticipated effective date of a registration statement for any underwritten public offering of Capital Stock (or any securities convertible into or exchangeable or exercisable for the Capital Stock) and ending 90 days after such effectiveness and (ii) if the Demand Registration Statement is a Shelf Registration Statement, unless the managing underwriters administering the offering otherwise agree, the period commencing 10 days prior to the anticipated date of the Company’s notice of commencement of distribution in connection with such offering and ending 90 days after the commencement of such distribution. Notwithstanding the provisions of this Section 3(c): (i) any applicable period shall terminate on such earlier date as the Company gives notice to the Holders that the Company declines to proceed with any such offering set forth in this Section 3(c); (ii) all executive officers and directors of the Company then holding shares of Capital Stock or securities convertible into or exchangeable or exercisable for Capital Stock shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (iii) the Holders shall be allowed any concession or proportionate release allowed to any executive officer or director that entered into similar agreements. 9 4877-1320-6390v 12 (d) Subject to the provisions of Section 3(e), upon any of the following events: (i) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Demand Registration Statement, as applicable, or the initiation of any proceedings for that purpose; (ii) any request by the SEC or any other federal or state governmental authority for amendments or supplements to any such registration statement or related Prospectus or for additional information; or (iii) the happening of any event during the period such registration statement is effective (other than the events covered in Section 3(a)) as a result of which such registration statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or such Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits 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; the Company will deliver a Suspension Notice to the Holders with Registerable Securities covered by any such Demand Registration Statement to suspend sales of the Registerable Securities. (e) In the case of an event that causes the Company to suspend the use of an effective Demand Registration Statement, as applicable, or the related Prospectus pursuant to this Section 3 (each, a “Suspension Event”), the Company will give written notice (a “Suspension Notice”) to the Holders with Registerable Securities covered by such effective registration statement to suspend sales of the Registerable Securities, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the use of such registration statement and any related Prospectus as promptly as reasonably practicable. Each Holder shall keep confidential the fact that a Suspension Event has occurred, the Suspension Notice and the contents of such Suspension Notice for the duration of the suspension or until otherwise notified by the Company, except (i) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential and (ii) as required by law, rule or regulation. The Holders will not affect any sales of the Registerable Securities pursuant to such registration statement at any time after it has received a Suspension Notice from the Company prior to receipt of an End of Suspension Notice. If so directed by the Company, the Holders will deliver to the Company (at the reasonable expense of the Company) all copies other than permanent file copies then in the Holders’ possession of the Prospectus covering the Registerable Securities at the time of receipt of the Suspension Notice. Any Holder may recommence effecting sales of the Registerable Securities pursuant to a Demand Registration Statement following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish contrary and subject to the Holders limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Issuers shall be entitled to suspend their obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a certificate signed Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the President or Chief Executive Officer Commission of a stop order suspending the effectiveness of the Company stating that Shelf Registration Statement or the Board has made initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Boards of Directors of the Issuers, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (iA), (B) that continued use by or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuers shall give prompt notice thereof to the Holders of the and shall promptly proceed with all Registration Statement for purposes of effecting offers or sales of Registrable Shares Actions that were suspended pursuant thereto would require, under the Securities Act, premature disclosure in the to this paragraph. The Issuers may only suspend Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse Actions pursuant to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended preceding paragraph on no more than two occasions for a period (the a “Suspension Period”) of not more than to exceed, in the aggregate, (x) forty-five (45) days after delivery by in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the Company obligations of the certificate referred Issuers to above pay Additional Interest under the circumstances set forth in this Section 115 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period; provided that the Company one year period referred to in the last paragraph of Section 5(a) hereof during which the Shelf Registration Statement is required to be effective and usable shall be entitled extended by the number of days during which such Registration Statement was not effective or usable pursuant to no more than two the foregoing provisions (2) which such Suspension Periods during any twelve (12) month period. During extension shall be the Holders’ sole remedy for the exercise by the Issuers and the Guarantors of the Suspension PeriodRights during the time period permitted hereunder, none of but only to the Holders shall offer extent that any suspension period does not violate the 45-day period or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto90-day period set forth above). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything BUYER may require VENDOR to suspend Work hereunder for such period as BUYER may direct. In the event of such suspension, the parties shall confer and mutually agree as to the period by which the scheduled completion date and price are to be adjusted. VENDOR and BUYER will not, without the prior written consent of the other, either (a) disclose the other’s proprietary or commercially sensitive information (“Confidential Information”) to anyone other than those officers, employees, agents, or contractors who need to know it in connection with performance of this Agreement and have agreed to be bound by these obligations of confidentiality or (b) use the other’s Confidential Information for any purpose other than performance of this Agreement. For purposes of this Agreement, all data, maps, reports, drawings, specifications, records, technical information, and computer programs/software concerning BUYER’S operations, processes or equipment that are provided by BUYER and/or acquired or handled by VENDOR in connection with this Agreement shall be deemed Confidential Information of BUYER. Where VENDOR and BUYER have entered into an Information Technology (“IT”) Security Agreement, VENDOR employees who have been authorized in writing by BUYER to use and/or access BUYER IT resources (“Authorized Users”) will have the right to access and use those BUYER IT resources as may be provided by BUYER for VENDOR to fulfil its obligations hereunder. Each Authorized User’s use and access to the contraryBUYER IT resources shall be in accordance with BUYER’S “Information Technology Security Policy Statement” and the IT Security Agreement. Failure of an Authorized User to comply with such requirements may, if at BUYER’S sole discretion, result in the Company immediate termination of this Agreement or in the termination of use and access rights of VENDOR’S employees to BUYER’S IT resources. BUYER, at its own expense, shall furnish have the right to audit VENDOR’S use of BUYER’S IT system and resources. VENDOR shall cooperate with BUYER in performing such audits. Except as otherwise expressly set forth herein, neither VENDOR nor anyone it employs shall ever be considered BUYER’S employee, agent, servant, or representative in performing Services under this Agreement. VENDOR’S personnel will not be eligible to participate in any of BUYER’S employee benefit plans or to receive any benefits under those plans. In the event that any federal or state court or agency holds VENDOR to be an employee of BUYER for any purpose, VENDOR expressly waives any right to participate in or claim any benefits from any such plans of BUYER. To the maximum extent permitted by law, VENDOR shall defend, indemnify and hold harmless BUYER, its parent, affiliates, and subsidiary companies, coventurers, and directors, employees and agents of such companies against any loss, damage, claim, suit, liability, judgment and expense (including but not limited to attorneys' fees and other costs of litigation), and any fines, penalties, assessments, arising out of any claim of coverage or eligibility under any of BUYER’S benefit plans, including without limitation, benefits under any employee pension benefit plans or employee welfare benefit plans, as defined under the Employee Retirement Act of 1974, as amended from time to time, or any fringe benefit plans or any other benefits extended to employees of BUYER and/or its parent, affiliates and subsidiary companies, which claim of coverage or eligibility is made directly or indirectly by any of VENDOR’S employees, contractors or agents. VENDOR shall be an independent VENDOR with respect to the Holders a certificate signed by performance of work or services under this agreement. Neither VENDOR nor its contractors shall be deemed for any purpose to be the President agent or Chief Executive Officer representative of BUYER for any work or services performed herein. BUYER further reserves no right to supervise or control the details of the Company stating that the Board has made the good faith determination (i) that continued use work or services provided by the Holders of the Registration Statement for purposes of effecting offers VENDOR or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicablecontractors.

Suspension. (a) Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer any of the Company stating that other provisions of this Agreement, but subject to Section 4(c) hereof, in the Board has made the good faith determination (i) that continued use by the Holders case of the a Shelf Registration Statement for purposes of effecting offers or sales Statement, each Holder of Registrable Shares pursuant thereto would requireSecurities agrees that, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) upon receipt of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by written notice from the Company of the certificate referred happening of any event of the kind described in Section 3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to above such Shelf Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof and, if so directed by the Company, such Holder will deliver to the Company all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such written notice. If the Company shall give any such written notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement pursuant to this Section 114(a), the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. (b) Notwithstanding any of the other provisions of this Agreement, but subject to Section 4(c) hereof, the Company shall have the right on one or more occasions to delay the filing, amendment or effectiveness of a Shelf Registration Statement or, if the Shelf Registration Statement has become effective, to suspend the distribution or disposition of each Holder's Registrable Securities pursuant to such Registration Statement in the event that the board of directors of the Company determines in its reasonable good faith judgment that (i) the filing, declaration of effectiveness or continued effectiveness of such Shelf Registration Statement at such time would require the Company to disclose therein a proposed or consummated financing, reorganization or recapitalization, or pending or consummated negotiations relating to a merger, consolidation, acquisition or similar transaction or other business transaction, or other material event, which would otherwise adversely affect the Company or (ii) pro forma and/or historical financial statements meeting the requirements of the Securities Act as a result of any transaction described in clause (i) above are not available at such time. Any delay or suspension period pursuant to this Section 4(b) shall begin on the date specified in a written notice given by the Company to the Holders and shall end on the date specified in a subsequent written notice given by the Company to the Holders. If the Company shall ex- ercise its right to delay the filing, amendment or effectiveness of a Shelf Registration Statement or to suspend the distribution or disposition of each Holder's Registrable Securities pursuant to such Registration Statement pursuant to this Section 4(b), the period within which such Shelf Registration Statement must be declared effective or during which the effectiveness of such Shelf Registration Statement must be maintained pursuant to this Agreement shall be extended by the number of days of the delay or suspension period. (c) The Company may give a delay or suspension notice pursuant to Section 4 hereof at any time and from time to time; provided that the Company shall be entitled to no more than two (2) such Suspension Periods aggregate of all delay and suspension periods during any twelve (12) month period. During the Suspension Period, none of the Holders 365-day period shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicablenot exceed 90 days.

Suspension. Notwithstanding anything in this Agreement (a) Subject to the contrary, if the Company shall furnish to the Holders provisions of this Section 5 and a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) REIT I that it is therefore essential in the best interests of REIT I to suspend the use by of any Resale Registration Statement following the Holders effectiveness of such Resale Registration Statement (and the prospectus relating thereto) for purposes of effecting offers filings with any U.S. federal or sales of Registrable Shares pursuant theretostate securities commission), then REIT I, by written notice to the right of Holders, may direct the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or suspend sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the such Resale Registration Statement for such times as REIT I reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the prospectus relating theretofollowing events will occur: (i) an underwritten public offering of Common Stock by REIT I if REIT I is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Resale Registration Statement would have a material adverse effect on REIT I’s offering, (ii) there is material non-public information regarding REIT I that (A) REIT I determines not to be in REIT I’s best interest to disclose, (B) would, in the good faith determination of REIT I, require a revision to the Resale Registration Statement so that it will not contain any untrue statement of a material 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) REIT I is not otherwise required to disclose, or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business). The Company shall , including any significant merger, consolidation, tender offer or other similar transaction) available to REIT I that REIT I determines not to be in REIT I’s best interests to disclose. (b) Upon the earlier to occur of (i) REIT I delivering to the Holders an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, REIT I will use commercially reasonable efforts to promptly amend or supplement the Resale Registration Statement so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes REIT I to suspend the use of a Resale Registration Statement (a “Suspension Event”), REIT I will give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and REIT I is taking all reasonable steps to terminate any Suspension Period suspension of the effectiveness of the Resale Registration Statement as promptly as practicablepossible. The Holders will not affect any sales of the Registrable Shares pursuant to such Resale Registration Statement (or such filings) at any time after it has received a Suspension Notice from REIT I prior to receipt of an End of Suspension Notice (as defined below). If so directed by REIT I, the Holders will deliver to REIT I (at the reasonable expense of REIT I) all copies other than permanent file copies then in the Holders’ possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. Any Holder may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from REIT I, which End of Suspension Notice will be given by REIT I to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect.

Suspension. (a) Notwithstanding anything in this Agreement to the contraryset forth herein, if the Company shall furnish may, upon written notice to each Holder, suspend the Holders a certificate signed by the President or Chief Executive Officer use, from time to time, of the Company stating prospectus that is part of the Board has made Shelf Registration Statement (and therefore suspend sales under the good faith determination Shelf Registration Statement) if any of the following occurs: (i) that continued use by the Holders representative of the Underwriters has advised the Company in writing that the sale of the Registrable Shares under the Shelf Registration Statement would have a material adverse effect on an Underwritten Offering; (ii) a majority of the independent directors of the Board of Directors (as determined in accordance with Nasdaq Stock Exchange and Commission rules and regulations) determines in good faith that: (a) the offer or sale of any of Registrable Shares under the Shelf Registration Statement would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or its subsidiaries, (b) the sale of the Registrable Shares under the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (c) (x) the Company has a bona fide business purpose for preserving the confidentiality of a proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impracticable or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or promptly amend or supplement the Shelf Registration Statement, as applicable; or (iii) a majority of the independent directors of the Board of Directors determines in good faith that the Company is required by law, rule or regulation, or that it is in the Company’s best interests, to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for purposes the purpose of: (a) including in the Shelf Registration Statement and prospectus required under Section 10(a)(3) of effecting offers the Securities Act, (b) reflecting in the prospectus included in the Shelf Registration Statement any facts or sales events arising after the effective date of the Shelf 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 in the prospectus or (c) including in the prospectus included in the Shelf Registration Statement any material information with respect to the plan of distribution not disclosed in the Shelf Registration Statement or any material change to such information. Any such suspension under this Section 2.3 shall continue until the date upon which the Company notifies each Holder in writing that suspension of such rights for the grounds set forth in this Section 2.3 is no longer necessary and such Holder has received copies of any required amendment or supplement to the relevant prospectus (or such earlier date required by the provisions of paragraph (c) of this Section 2.3, if applicable). The Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary. (b) Each Holder agrees by acquisition of the Registrable Shares that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(a), such Holder will forthwith discontinue its disposition of Registrable Shares pursuant thereto would require, under to the Securities Act, premature disclosure in the Shelf Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that to such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then until the right expiration of the Holders to use the Registration Statement applicable suspension period as provided in Section 2.3(a). (and the prospectus relating theretoc) for purposes The cumulative periods of effecting offers or sales suspension under Section 2.3 may not exceed (i) an aggregate of Registrable Shares pursuant thereto shall be suspended for a period ninety (the “Suspension Period”) of not more than forty-five (4590) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any rolling twelve (12) month period and (ii) an aggregate of thirty (30) days in any rolling ninety (90) day period. During , except as a result of a refusal by the Suspension Period, none of Commission to declare any post-effective amendment to the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Shelf Registration Statement (or effective after the prospectus relating thereto). The Company shall use has used all commercially reasonable efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate any Suspension Period as promptly as practicablethe suspension period immediately following the effective date of the post-effective amendment.

Suspension. Notwithstanding anything in this Agreement If Acquirer shall determine pursuant to the contrarygood faith judgment of the Board of Directors of Acquirer, if that it would be seriously detrimental to Acquirer and its shareholders for resales of Registrable Securities to be made pursuant to the Company Registration Statement, due to (A) the existence of a material development or a material development that might potentially occur, with respect to or involving Acquirer which Acquirer would be obligated to disclose in the Prospectus contained in the Registration Statement, which disclosure would in the good faith judgment of the Board of Directors of Acquirer be premature or otherwise inadvisable at such time and would have a material adverse affect upon Acquirer and its shareholders, or (B) the occurrence of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Acquirer shall furnish deliver a certificate in writing to the Holders a certificate signed by to the President or Chief Executive Officer effect of the Company stating that foregoing and, upon receipt of such certificate, the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes and Prospectus will be deferred or suspended and will not recommence until (1) such Holder's receipt from Acquirer of effecting offers copies of the supplemented or sales amended Prospectus, or (2) such Holders are advised in writing by Acquirer that the Prospectus may be used. Acquirer will use its best efforts to ensure that the use of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement and Prospectus may be resumed as soon as practicable and, in the case of a pending development or event referred to in (or A) above, as soon, in the prospectus judgment of Acquirer, as disclosure of the material information relating thereto) of materialto such pending development would not have a materially adverse effect on Acquirer's ability to consummate the transaction, nonpublic information concerning if any, to which such development relates. Notwithstanding the Company, its business or prospects foregoing or any proposed material transaction involving the Companyother provision of this Agreement, (iii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto Acquirer shall be suspended not restrict dispositions under this section for a period (the “Suspension Period”) of not more than exceeding forty-five (45) days after delivery by unless the Company Acquirer shall have delivered to the Holders a second notice in writing extending the restriction period up to an additional fifteen (15) days (or such shorter period of time as specified in the certificate referred notice); (ii) in no event shall the Acquirer be permitted to above in extend the restriction period under this Section 11; provided that section beyond the Company sixty (60) day period, and the Acquirer shall be entitled to no not restrict sales under this section on more than two (2) such Suspension Periods during separate occasions in any twelve (12) twelve-month period. During , and (iii) the Suspension Period, none period during which Acquirer shall be required to maintain the effectiveness of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement shall be extended by one (1) day for each full or partial day during which the prospectus relating theretouse of such Registration Statement or Prospectus is deferred or suspended by Acquirer in accordance with this Section 1.2(b). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish contrary and subject to the Holders limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Issuers and the Guarantors shall be entitled to suspend their obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a certificate signed Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the President or Chief Executive Officer Commission of a stop order suspending the effectiveness of the Company stating that Shelf Registration Statement or the Board has made initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes board of effecting offers or sales directors of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) general partner of material, nonpublic information concerning the Company, its business makes it appropriate to postpone or prospects or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any proposed material transaction involving of the Companyconditions described in clause (A), (iiB) that such premature disclosure would be materially adverse or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof to the CompanyHolders. Upon the termination of such condition, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential Issuers shall give prompt notice thereof to suspend the use by the Holders of such and shall promptly proceed with all Registration Statement Actions that were suspended pursuant to this paragraph. The Issuers may only suspend Registration Actions pursuant to the preceding paragraph for one or more periods (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant theretoeach, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than to exceed, in the aggregate, (x) forty-five (45) days after delivery by in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the Company obligations of the certificate referred Issuers to above pay Additional Interest under the circumstances set forth in this Section 11; provided 5 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the Company shall be entitled to no more than two Suspension Period has terminated and (2) such the date on which the number of days during which a Suspension Periods during Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company The Customer shall be entitled to no more than two (2) such Suspension Periods during suspend the Work, either in whole or in part, by a written notice to the Contractor, effective upon delivery to the Contractor, if any twelve (12) month period. During the Suspension Period, none of the Holders following events occurs: the Contractor materially violates the applicable generally binding legal regulations, the administrative authority’s decision or instructions or the specifications of the Contract and its appendices, or carries out the Work in a manner which endangers its safe execution, or in any way does not fulfil any of the material obligations under the Contract; or the Contractor is objectively unable to complete the Work due to a lack of Materials; or an event of Force Majeure occurs. The Contractor shall offer be entitled to suspend the Work in the event of Customer’s delay with payment of undisputed invoice only, provided that the delayed payment amount corresponds at least to twenty percent (20%) of the Contract Price. In such a case, the Contractor shall deliver a notice to the Customer, clearly stating its intent to suspend performance of the Work in thirty (30) days unless the delayed payment is remedied by the Customer. Following expiry of thirty (30) days after the delivery of Contractor’s notice and if no remedial action is taken by the Customer or sell the Parties do not agree otherwise, the Contractor may suspend the Work in accordance with its notice. Any notice of suspension shall specify which part of the Work is to be suspended, the effective date of the suspension and the date when the Work is expected to recommence, provided this can be specified. When this notice is issued by the Contractor, he shall establish a preservation plan for the time of the suspension of the Work and a mobilization plan for the restart of the Work, provided this can be specified. When the circumstances set out in Clause 21.1(a) arise, the Customer may immediately suspend the Work by a written notice to the Contractor, which suspension may last until the circumstances that led to the suspension are remedied. This situation does not entitle the Contractor to claim any Registrable Shares costs, variations of Work or extension of time for completion of the Work. Notwithstanding the foregoing, except for suspension according to Clause 21.1(c), entitlement of the Customer to contractual penalties is not affected. When the circumstances set out in Clause 21.1(b) take effect, the Contractor shall notify the Customer in writing, giving an indication of the period that said circumstances are likely to continue delaying the Work. This delay shall not prejudice any of the rights of the Parties and the Contractor shall not be able to claim any costs, variations of Work or extension of time for completion of the Work related to the cause of the suspension. In all cases of suspension of the Work or part thereof, the Contractor shall comply with the complementary instructions that are reasonably issued by the Customer with regard to the protection, securing, surveillance and preservation of the Work. If, in case of suspension of the Work pursuant to Clauses 21.1(a) or 21.1(b), the Customer shall not grant its permission to the Contractor to resume the Work within ninety (90) days of such suspension, it shall have the same effect as receipt of the Withdrawal Notice of the Customer by the Contractor under Clause 39.1 below. Before any resumption of the Work, the Customer and the Contractor shall mutually negotiate in reliance upon good faith an amendment to the Registration Statement (or Contract adjusting the prospectus relating thereto)Contract for the effects of the suspension and the resumption of the Work by the Contractor. Completion of the Work shall be preceded especially by the following activities that may be performed by the Parties with the respect to the respective parts of the Work and the Equipment, provided that these activities will be performed and fulfilled also with the respect to the whole Work and the whole Equipment before completing the Work: The Contractor shall have provided the Customer with detailed overview of the equipment and any tools necessary for the construction and erection of the Equipment that the Customer is requested to secure. The Company Equipment shall use commercially reasonable efforts have been completely constructed and erected by the Customer and/or the selected Customer’s third-party contractor, while the Contractor shall provide full supervision to terminate any Suspension Period all works related thereto and assist the Customer and the said third party contractor to the extent necessary. Records of inspections and tests carried out by the Contractor during the performance of this stage of Work shall have been submitted to the Customer. The prescribed documentation and certificates of the Contractor and the relevant authorities for all equipment and works shall have been submitted to the Customer. All systems and equipment shall have been checked for correct erection. A protocol shall have been signed by the Contractor and by the Customer, evidencing the successful completion of erection, compliance of erection with technical specification, design and the Contract. This protocol shall be deemed an official confirmation of the Contractor, that the Equipment was constructed and erected correctly by the Customer and its third-party contractor(s) under the Contractor’s supervision. Minor outstanding items related to engineering and execution of contractual agreed works, that do not hinder the Cold Commissioning and Hot Commissioning activities shall be solved and removed and/or remedied by the Contractor latest until the date of the provisional acceptance as promptly as practicableper the Project Closing Certificate.

Suspension. Notwithstanding anything in this Agreement to the contraryDuring any consecutive 365-day period, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to suspend the availability of each of the Warrant Shelf Registration Statement and the Common Shelf Registration Statement for up to 60 days (except for the 60 day period immediately prior to the Expiration Date) if (i) the Company determines, in its reasonable judgment, upon advice of counsel, that the continued effectiveness and usability of the Warrant Shelf Registration Statement and the Common Shelf Registration Statement would (x) require the disclosure of material information, which the Company or any of its subsidiaries has a bona fide business reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries; provided, however, that the number of days of any actual Suspension Period (as hereinafter defined) shall be added on to, and therefore extend, the two-year period specified in Section 5.02(a)(ii). Any such period during which the Company is excused from keeping the Warrant Shelf Registration Statement or the Common Shelf Registration Statement effective and usable for offers and sales of securities is referred to herein as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that either the Warrant Shelf Registration Statement or the Common Shelf Registration Statement is no more than two longer effective or the prospectus included therein is no longer usable for offers and sales of Warrants or Warrant Shares, as applicable, and shall end on the earlier to occur of (1) the date on which each seller of Warrants or Warrant Shares covered by the Warrant Shelf 37 33 Registration Statement and the Common Shelf Registration Statement, as the case may be, is advised in writing by the Company that the use of the prospectus may be resumed and (2) such the expiration of 60 days in any consecutive 365-day period during which one or more Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or has been in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableeffect.

Suspension. If the filing, initial effectiveness or continued use of a Registration Statement with respect to a Demand Registration or a Shelf Registration would require the Company to make a public disclosure of material non-public information, which disclosure the Company determines in good faith (after consultation with external legal counsel) would materially impact the Company or would materially impede, delay or interfere with the Company's ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such determination to the Shareholder, delay the filing or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or any Prospectus or Free Writing Prospectus; provided, however, that, unless otherwise approved in writing by the Shareholder, the Company shall not be permitted to do so for a period of time in excess of ninety (90) days in the case of any single delay or suspension, and the number of days in any 12-month period on which such a suspension is in effect shall not exceed one hundred twenty (120) (except that such number of days shall not exceed ninety (90) in the 12-month period commencing on the Closing Date (as defined in the Combination Agreement)). In the event that the Company exercises its rights under the preceding sentence, the Shareholder shall suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus or Free Writing Prospectus relating to such Demand Registration or Shelf Registration in connection with any sale or offer to sell Registrable Shares. In the event of such a suspension for which notice is given by the Company after the effectiveness of the applicable Registration Statement, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period) shall be extended by the number of days of such suspension. The Shareholder shall keep confidential the receipt of any notice under this Section 3.5 and the contents thereof, except as required pursuant to applicable law, and, during any period of such delay or suspension, shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company. Notwithstanding anything in this Agreement to the contrary, if upon the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company commencement of any such material transaction significantly less likely and (iii) that it is therefore essential to Scheduled Black-Out Period, the Shareholder shall immediately suspend the use by of any Prospectus or Free Writing Prospectus in connection with any sale or offer to sell Registrable Shares until the Holders termination of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Scheduled Black-Out Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything in this Agreement to In the contrary, if case of a registration for the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales sale of Registrable Shares pursuant thereto would requireSecurities, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company upon receipt of any such material transaction significantly less likely and notice (iiia "Suspension Notice") that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by from the Company of the certificate referred happening of any event which makes any statement made in the registration statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus so that they will not contain any untrue statement of a material fact or omit to above state any material fact required to be stated therein or necessary to make the statements therein in this Section 11light of the circumstances under which they were made not misleading, each holder of Registrable Securities registered under such registration statement shall forthwith discontinue disposition of such Registrable Securities pursuant to such registration statement until such holder's receipt of the copies of the supplemented or amended prospectus or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus; provided provided, however, that the Company shall be entitled to no not give a Suspension Notice until after the registration statement has been declared effective and shall not give more than two (2) such one Suspension Periods Notice to the Holders in respect to all Registrable Securities and pursuant to this Section 7 during any period of twelve (12) month period. During consecutive months and in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended prospectus (the "Suspension Period") exceed 60 days. In the event that the Company shall give any Suspension Notice, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable its best efforts and take such actions as are reasonably necessary to terminate any render the Advice and end the Suspension Period as promptly as practicable.

Suspension. i. Notwithstanding anything in any provision of this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer Board of Directors of the Company stating that the Board has made the determines in good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential in the best interests of the Company to suspend the use of any or all registration statements covering shares of common stock held by any securityholder of the Holders of such Registration Statement (and Company, the prospectus relating thereto) for purposes of effecting offers or Company, by written notice to the Shareholder, may direct the Shareholder to suspend sales of the Registrable Shares pursuant thereto, then to the right of the Holders to use the Mandatory Shelf Registration Statement for such time as the Company reasonably may determine is necessary and advisable, but in no event for more than thirty (and the prospectus relating thereto30) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period consecutive days (the “Suspension Period”), but only if either of the following events will occur: (A) there is material non-public information regarding the Company that (1) the Board of Directors of the Company determines not more than forty-five to be in the Company’s best interest to disclose, (452) days after delivery would, in the good faith determination of the Board of Directors of the Company, require any revision to the Mandatory Shelf Registration Statement so that it will not contain any untrue statement of a material 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 (3) the Company is not otherwise required to disclose such material nonpublic information pursuant to SEC reporting obligations at the time a Suspension Notice (as defined below) is delivered to the Shareholder; or (B) the distribution of Registrable Securities would materially impede, delay or interfere with, or require premature disclosure of, (1) a proposed acquisition or disposition of assets by the Company (other than in the ordinary course of business) or any proposed material merger, consolidation, tender offer or other similar transaction or (2) a proposed material debt or equity financing of the certificate referred to above Company and, upon consummation of any such transaction set forth in this Section 11; provided that subclause (B)(1) would require the Company shall be entitled to no more than disclose pro forma financial information pursuant to Article 11 of Regulation S-X; provided, however, that (x) the Company may only cause two (2) such Suspension Periods during to occur in any twelve (12) -month period; provided, however, that if the Effectiveness Grace Period is used by the Company then the Company may only cause one (1) Suspension Period to occur in the first 12-month period beginning on the effective date of the Mandatory Shelf Registration Statement, (y) at least 90 calendar days shall have elapsed between any two Suspension Periods and (z) no Suspension Period shall begin for at least 30 calendar days after the effective date of the Mandatory Shelf Registration Statement or, to the extent applicable, at least 30 calendar days after the end of the Effectiveness Grace Period. ii. During The Company will use its best efforts to promptly amend or supplement the Mandatory Shelf Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Shelf Registration Statement so as to permit the Shareholder to resume sales of the Registrable Shares promptly upon the earlier to occur of (i) the Company delivering to the Shareholder an End of Suspension Notice (as defined below), and (ii) the end of the Suspension Period, none . iii. In the case of an event described in Section 10(b)(i) that causes the Company to suspend the use of the Holders shall offer Mandatory Shelf Registration Statement (a “Suspension Event”), the Company will give written notice (a “Suspension Notice”) to the Shareholder to suspend sales of the Registrable Shares, and such notice will state generally the basis for such suspension and that such suspension will continue only for so long as the Suspension Event or sell its effect is continuing and the Company is making its best efforts to terminate suspension of the effectiveness of the Mandatory Shelf Registration Statement as promptly as possible. The Shareholder will not effect any sales of the Registrable Shares pursuant to or in reliance upon the Mandatory Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the prospectus relating thereto)Company and prior to receipt of an End of Suspension Notice (as defined below) and the Company will not permit any securityholder of the Company to effect any such sales pursuant to any shelf registration statement filed by the Company. The Shareholder may recommence effecting sales of the Registrable Shares pursuant to the Mandatory Shelf Registration Statement on the earlier of (i) the date that notice to such effect (an “End of Suspension Notice”) is delivered by the Company shall use commercially reasonable efforts to terminate the Shareholder, which End of Suspension Notice will be given by the Company to the Shareholder in the manner described above reasonably promptly following the conclusion of any Suspension Period as promptly as practicableEvent and its effect and (ii) the end of the Suspension Period.

Suspension. Notwithstanding anything to the contrary in this Agreement Agreement, upon notice to the contraryInvestors, if the Company shall furnish may delay, on one (1) occasion in any one hundred eighty (180) day period, the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of any registration statement for up to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination sixty (i60) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure days in the Registration Statement aggregate in any twelve (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a 12)-month period (the a “Suspension Period”) if the Board determines in good faith that there is a valid business purpose for suspension of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11such registration statement; provided that (a) any suspension of a registration statement pursuant to Section 9 shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this Section 4, (b) the Company shall be entitled actively employing in good faith all reasonable best efforts to no more than two (2) launch a registered offering pursuant to this Agreement through such Suspension Periods during any twelve Period and (12c) month period. During the Suspension Period, none of Investors are afforded the Holders shall offer or sell any opportunity to include the Registrable Shares pursuant to or Securities in reliance upon the Registration Statement (or the prospectus relating thereto)a registered offering in accordance with Section 6. The Company shall use commercially reasonable efforts deliver to terminate any the Investors a certificate signed by an executive officer certifying that such Suspension Period is for a valid business purpose determined by the Board in good faith and such certificate shall contain a statement of the reasons for such Suspension Period and an approximation of the anticipated length of such Suspension Period (provided such notice shall not contain material, non-public information about the Company or any other issuer). If the Company defers any registration of Registrable Securities pursuant to Section 2 or in response to an Underwritten Offering Notice or requires the Investors to suspend any Underwritten Offering, the Investors shall be entitled to withdraw such demand for registration or Underwritten Offering Notice, as promptly applicable, and if it does so, such request shall not be treated for any purpose as practicablethe delivery of an Underwritten Offering Notice pursuant to Section 3. The parties hereto agree and acknowledge that (i) none of the Investors or any of their respective Affiliates or transferees shall be restricted from trading or otherwise transferring any of the Registrable Securities with respect to which a registration statement is effective and (ii) nothing in any existing agreements or any other arrangements involving the Company and any of the Investors or any of their respective Affiliates (contractual or otherwise) shall be construed as limiting any of the Investors’ or any of their respective Affiliates’ or transferees’ ability to trade or otherwise transfer any of the Registrable Securities with respect to which a registration statement is effective.

Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination Upon (i) that continued use the issuance by the Holders Commission of a stop order suspending the effectiveness of a Registration Statement for purposes of effecting offers or sales of Registrable Shares filed pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Companyto Section 2, (ii) that the occurrence of any event or the existence of any fact as a result of which a Registration Statement relating to Registrable Securities would contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) the occurrence or existence of any pending material corporate development that, in the reasonable and good faith opinion of the board of directors of the Company, makes it appropriate to suspend the availability of any such premature disclosure Registration Statement because it would be materially adverse detrimental to the CompanyCompany for the Registration to proceed at such time, its business or prospects or any such proposed material transaction or would make the successful consummation by then the Company of any such material transaction significantly less likely and (iii) that it is therefore essential shall deliver a notice to suspend the use by the Holders that the availability of such Registration Statement is suspended, as the case may be (a “Suspension Notice”), and, upon receipt of a Suspension Notice, the Holders agree not to sell any Registrable Securities pursuant to such Registration Statement until the Holders are advised by the Company in writing that the related prospectus may be used to sell the Registrable Securities, and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right Holders have received copies of the Holders supplemental filings or amendments that are incorporated or deemed incorporated by reference to such prospectus. The Company shall use its commercially reasonable efforts to ensure that the use of such Registration Statement may be resumed, as applicable, (A) in the case of clause (i) above, as promptly as practicable, (B) in the case of clause (ii) above, as soon as, in the reasonable judgment of the Company, the Registration Statement does not contain any untrue statement of a material 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) in the case of clause (iii) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The Company shall not be permitted to deliver a Suspension Notice, nor exercise its rights of Suspension under this Section, more than once during any 12 month period, and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall period during which any Registration Statement may be suspended for a period under this Section (the “Suspension Period”) of shall not more than forty-five exceed sixty (4560) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during on any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableone occasion.

Suspension. Notwithstanding anything to the contrary contained in this Agreement Agreement, the Corporation shall be entitled to suspend the use of the prospectus included in a registration statement for any Demand Registration or any Shelf Registration for a reasonable period of time (a “Suspension Period”) not to exceed sixty (60) days in succession or one-hundred twenty (120) days in the aggregate in any rolling twelve (12) month period if the board of directors of the Corporation shall determine in its reasonable and good faith judgment that (a) it is not feasible for the Stockholder to use the prospectus for the sale of Registrable Securities because of the unavailability of audited or other required financial statements, provided that the Corporation shall use its commercially reasonable efforts to obtain such financial statements as promptly as practicable, or (b) the filing or effectiveness of the prospectus relating to the contraryregistration statement would require the disclosure of material, if non-public information, the Company shall furnish premature disclosure of which would be materially detrimental to the Holders Corporation and, in each case of clauses (a) and (b), subject to the delivery to the Stockholders of a certificate signed by the President chief executive officer or Chief Executive Officer the chief financial officer of the Company stating Corporation certifying as to the determination of the Corporation’s board of directors described above; provided, however, that any Suspension Period shall terminate upon the Board has made the good faith determination earliest of (i) the date upon which the Corporation notifies the Stockholders in writing that continued use by suspension of such rights for the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure grounds set forth in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Companythis Section 2.5 is no longer necessary, (ii) that in the case of clause (a) above, the date upon which the Corporation has filed such premature disclosure would reports or obtained and filed the financial information required to be materially adverse to the Company, its business included or prospects or any such proposed material transaction or would make the successful consummation incorporated by the Company of any such material transaction significantly less likely reference in a registration statement and (iii) that it in the case of clause (b) above, the date upon which copies of any applicable supplemented prospectus is therefore essential distributed to suspend Stockholders or at such time as the use by the Holders public disclosure of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto)information is otherwise made. The Company shall Corporation will use commercially reasonable efforts to terminate limit the length of any Suspension Period and shall notify the Stockholders promptly if the suspension for the grounds set forth in this Section 2.5 is no longer necessary. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. The Corporation shall respond promptly to reasonable inquiry by a Stockholder as to such facts and circumstances. After the expiration of any Suspension Period and without any further request from a Stockholder, the Corporation shall, if necessary, as promptly as practicablereasonably practicable prepare a post-effective amendment or supplement to the registration statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Corporation shall not register or sell, or permit the registration or sale of, any securities for its own account or that of any other stockholder during any Suspension Period.

Suspension. If the filing, initial effectiveness or continued use of a Registration Statement with respect to a Demand Registration or a Shelf Registration would require the Company to make a public disclosure of material non-public information, which disclosure the Company determines in good faith (after consultation with external legal counsel) would materially impact the Company or would materially impede, delay or interfere with on the Company’s ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such determination to the Shareholder, delay the filing or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or any Prospectus or Free Writing Prospectus; provided, however, that, unless otherwise approved in writing by the Shareholder, the Company shall not be permitted to do so for a period of time in excess of ninety (90) days in the case of any single delay or suspension, and the number of days in any 12-month period on which such a suspension is in effect shall not exceed one hundred twenty (120) (except that such number of days shall not exceed ninety (90) in the 12-month period commencing on the Closing Date (as defined in the Combination Agreement)). In the event that the Company exercises its rights under the preceding sentence, the Shareholder shall suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus or Free Writing Prospectus relating to such Demand Registration or Shelf Registration in connection with any sale or offer to sell Registrable Shares. In the event of such a suspension for which notice is given by the Company after the effectiveness of the applicable Registration Statement, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period) shall be extended by the number of days of such suspension. The Shareholder shall keep confidential the receipt of any notice under this Section 3.5 and the contents thereof, except as required pursuant to applicable law, and, during any period of such delay or suspension, shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company. Notwithstanding anything in this Agreement to the contrary, if upon the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company commencement of any such material transaction significantly less likely and (iii) that it is therefore essential to Scheduled Black-Out Period, the Shareholder shall immediately suspend the use by of any Prospectus or Free Writing Prospectus in connection with any sale or offer to sell Registrable Shares until the Holders termination of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Scheduled Black-Out Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.

Suspension. Notwithstanding anything (a) The Company shall be entitled, for a period of time not to exceed 90 days in this Agreement the aggregate in any 12-month period, to (x) defer any registration of Registrable Securities and shall have the contraryright not to file and not to cause the effectiveness of any registration covering any Registrable Securities, (y) suspend the use of any prospectus and registration statement covering any Registrable Securities, and (z) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement, if the Company shall furnish delivers to the Holders Sellers a certificate signed by the President or Chief Executive Officer of the Company stating written notice that the Board has made the good faith determination such registration and offering would (i) that continued use by require the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the CompanyCompany to make an Adverse Disclosure, (ii) that such premature disclosure would be materially adverse interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its subsidiaries then under consideration, or (iii) during the first month after the end of a fiscal quarter of the Company (i.e., January, April, July and October to the extent the Company’s fiscal quarters end on December 31, March 31, June 30 and September 30) if, based on the good faith judgment of the Company, after consultation with outside counsel to the Company, its business such postponement or prospects or any such proposed suspension is necessary in order to avoid the premature disclosure of material transaction or would make non-public information (including financial results for the successful consummation by preceding fiscal quarter) and the Company of any has a bona fide business purpose for not disclosing such material transaction significantly less likely information publicly at that time and (iiib) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled, for a period of time not to exceed 180 days, to defer any registration of Registrable Securities and shall have the right not to file and not to cause the effectiveness of any registration covering any Registrable Securities if necessary to comply with the terms of the April Registration Rights Agreement. The Sellers shall keep the information contained in such written notice confidential subject to the same terms set forth in Section 2.1(l). If the Company defers any registration of Registrable Securities in response to a Underwritten Offering Notice, or requires the Holders to suspend any Underwritten Offering, the Sellers shall be entitled to no more than two (2) withdraw such Suspension Periods during Underwritten Offering Notice and if they do so, such request shall not be treated for any twelve (12) month period. During purpose as the Suspension Period, none delivery of the Holders shall offer or sell any Registrable Shares an Underwritten Offering Notice pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicableSection 1.7.

Suspension. Notwithstanding anything Ceeblue may suspend its provision to Customer of any or all Services under the Agreement, immediately upon notice to Customer (with e-mail notice to suffice) in this Agreement to the contrary, if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination event: (i) Customer breaches the Acceptable Use Policy in any material respect and Ceeblue determines in its reasonable discretion that continued use by there is potential harm to the Holders of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects Ceeblue Network or any proposed material transaction involving the Companyother technology, network or other property employed by Ceeblue or other Ceeblue customers; (ii) of repeated violations of the Acceptable Use Policy by Customer; (iii) Customer fails to cooperate with any inspection or audit as required under Section 3.8; (iv) Ceeblue reasonably believes Customer has used or is using any Services hereunder in any manner that violates any applicable laws or regulations; (v) Customer breaches any of its other material obligations under the Agreement and fails to cure such breach (a) within five (5) days following written notice thereof, if Customer has failed to pay any amounts due under the Agreement, or (b) within thirty (30) days following written notice of any other breaches; or (vi) Customer repudiates any of its obligations under the Agreement before fully performing such obligations. Ceeblue, in its reasonable discretion, may re-enable the affected provision of Services upon its satisfaction that all violations have ceased and with adequate assurance that such premature disclosure would be materially adverse violations will not occur in the future. In addition, Ceeblue may modify or suspend the provision of any Services hereunder, if, in Ceeblue’s reasonable discretion, such modification or suspension is necessary or advisable to (a) comply with any applicable law or regulation or a request of any governmental or law enforcement authority, (b) preserve the Companysecurity of the relevant Services, its business (c) avoid or prospects mitigate an imminent risk of harm or any such proposed material transaction other situation that may compromise the ability of Ceeblue to deliver any Services, in accordance with the terms of the Agreement, to Customer or would make the successful consummation by the Company any other Ceeblue customers, or (d) eliminate a hazardous condition, and Ceeblue shall provide Customer notice of any such material transaction significantly less likely modification or suspension when, and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant theretoextent, then the right of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two (2) such Suspension Periods during any twelve (12) month period. During the Suspension Period, none of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as reasonably practicable.

Suspension. Notwithstanding anything in this Agreement If Parent shall determine pursuant to the contrarygood faith judgment of its Chief Executive Officer, if or alternatively, the Company Board of Directors of Parent, that it would be significantly harmful to Parent and its shareholders for resales of Registrable Securities to be made pursuant to the Registration Statement, due to (i) the existence of a material development or potential material development with respect to or involving Parent which Parent would be obligated to disclose in the Prospectus contained in the Registration Statement, which disclosure would in the good faith judgment of the Chief Executive Officer or the Board of Directors of Parent be premature or otherwise inadvisable at such time and would not be in the best interests Parent and its shareholders, or (ii) the occurrence of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Parent shall furnish deliver a certificate in writing to the Holders a certificate signed by to the President or Chief Executive Officer effect of the Company stating that foregoing and, upon receipt of such certificate, the Board has made the good faith determination (i) that continued use by the Holders of the Registration Statement for purposes and Prospectus will be deferred or suspended and will not recommence until (1) such Holder's receipt from Parent of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Holders of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right copies of the Holders to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers supplemented or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company of the certificate referred to above in this Section 11; provided that the Company shall be entitled to no more than two amended Prospectus, or (2) such Suspension Periods during any twelve (12) month periodHolders are advised in writing by Parent that the Prospectus may be used. During Parent will use its Best Efforts to ensure that the Suspension Period, none use of the Holders shall offer or sell any Registrable Shares pursuant to or in reliance upon the Registration Statement and Prospectus may be resumed, as soon as practicable and, in the case of a pending development or event referred to in (or i) above, as soon, in the prospectus judgment of Parent, as disclosure of the material information relating thereto). The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicablesuch pending development would not have a adverse effect on Parent's ability to consummate the transaction, if any, to which such development relates.