Common use of Transfer of Registrable Shares After Registration; Suspension Clause in Contracts

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A) the Registration Statement, (B) Rule 144 of the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two occasions for not more than 30 days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (B) 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; (C) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Manager agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) subject to the requirements of Schedule A attached hereto, the Registration StatementStatement referred to in Section 1.1, or (Bii) Rule 144 of the Securities Act or another available exemption fromany successor rule thereto, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Manager or its the intended plan of distribution of the Registrable Shares to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereundersecurities laws. (iib) In addition to any suspension rights under paragraph (iiic) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event or the existence of any state of facts that, in the judgment of an executive officer of the Company or the Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus due to pending transactions, or other corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus for a period of not more than two occasions for not more than 30 ninety (90) days on each such occasion, suspend use of the Prospectus, on written notice (each such notice, a “Suspension Event Notice”) to each Purchaser the Manager (which notice Suspension Event Notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall the Manager, upon receipt of such Suspension Event Notice, will discontinue (and cause the Trust to discontinue) from selling or otherwise disposing of Registrable Shares covered by the Registration Statement or using the Prospectus or any supplement thereto (any such suspension pursuant to this Section 1.2(b), an “Event Suspension”) until copies of a supplemented or amended Prospectus filed by the Company with the SEC are distributed to the Manager or until the Manager is advised in writing by the Company that the disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies the use of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed resumed; provided, however, that such right to suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus shall not be exercised by the Company for more than one hundred and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference twenty (120) days in any such Prospectustwelve-month period. The suspension Any Event Suspension and notice thereof Suspension Event Notice described in this Section 5(d)(ii1.2(b) shall be held in strictest confidence and shall not be disclosed by the PurchasersManager, except as required by law after reasonable prior notice to the Company. (iiic) Subject to paragraph (iv) below, in In the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a the Registration Statement or related prospectus Prospectus or for additional information; (Bii) 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; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding proceedings for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit 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 omit 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, during the Registration Period, then the Company shall deliver a certificate in writing to the Purchasers Manager (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), andin which case the Manager, upon receipt of such Suspension Notice, will refrain (and cause the Purchasers will discontinue disposition Trust to refrain) from selling or otherwise disposing of Registrable Shares covered by to the Registration Statement or using the Prospectus or any supplement thereto (any such suspension pursuant to this Section 1.2(c), a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, Company with the SEC are distributed to the Manager or until the Purchasers are Manager is advised in writing by the Company that the current disposition of Registrable Shares covered by the Registration Statement or the use of the applicable Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusresumed. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably possible after delivery of a Suspension Notice to the PurchasersManager. Any Suspension and Suspension Notice described in this Section 1.2(c) shall be held in confidence and not disclosed by the Manager, except as required by law after reasonable prior notice to the Company. (ivd) Provided In order to enforce the provisions set forth in Sections 1.2(b) and (c) above, the Company may impose stop transfer instructions with respect to the sale of Registrable Shares by the Trust until the end of the applicable suspension period. (e) If so directed by the Company, the Manager shall deliver to the Company all physical copies of the Prospectus and any supplements thereto in its possession at the time of receipt by the Manager of any Suspension Event Notice or Suspension Notice. (f) The Manager may sell the Registrable Shares under the Registration Statement provided that neither an Event Suspension nor a Suspension is not then in effect, the Purchasers may sell Registrable Shares under Manager sells in accordance with the Registration Statementplan of distribution in the Prospectus, provided that and the selling Purchaser Manager arranges for delivery of a current Prospectus (as supplemented) to the any transferee of receiving such Registrable Shares to in compliance with the extent such Prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 upon the happening of any pending corporate development, public filing with the SEC or prospects or any proposed material transaction involving similar event, that, in the Company and (ii) that such premature disclosure would be materially adverse judgment of Company’s Board of Directors, renders it advisable to suspend use of the Companyprospectus, its business or prospects or any such proposed material transaction, then the Company may, on not for no more than two occasions for not more than 30 thirty (30) days on each such occasionin the aggregate, suspend use of the Prospectusprospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusprospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. The Company may not utilize the suspension described in this Section 5(c)(ii) more than two (2) times in the aggregate. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 Prospectusprospectus, 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company’s transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Manager agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) the Registration StatementStatement referred to in Section 1.1, or (Bii) Rule 144 of under the Securities Act or another available exemption fromany successor rule thereto (as such rule may be amended from time to time, or in a transaction not subject to“Rule 144”), the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Manager or its the intended plan of distribution of the Registrable Shares to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereundersecurities laws. (iib) The Manager and the Company agree that the Registrable Shares may be sold in one or more privately-negotiated block trades; provided, however, that no such block trade may exceed 500,000 shares and provided further that no more than one privately-negotiated block sale may be made to a single purchaser or affiliates of such purchaser within a twelve-month period. (c) In addition to any suspension rights under paragraph (iiid) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event that, in the judgment of the Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus due to pending corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus for a period of not more than two occasions for not more than 30 ninety (90) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser the Manager (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser the Manager, upon receipt of such written notice, shall discontinue (or cause the Trust to discontinue) disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the Registration Statement or use of the applicable Prospectus may be resumed and have received copies resumed; provided, that such right to suspend the disposition of any additional Registrable Shares covered by the Registration Statement or supplemental filings that are incorporated or deemed incorporated use of the Prospectus shall not be exercised by reference the Company for more than one hundred twenty (120) days in any such Prospectustwelve-month period. The suspension and notice thereof described in this Section 5(d)(ii1.2(c) shall be held in strictest confidence and shall not be disclosed by the PurchasersManager, except as required by law. (iiid) Subject to paragraph (ive) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; (Bii) 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; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding proceedings for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit 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 omit 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 deliver a certificate in writing to the Purchasers Manager (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Manager will discontinue disposition of refrain (or cause the Trust to refrain) from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ Manager’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusProspectus. In the event of any Suspension, the Company will use its reasonable best commercial efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the PurchasersManager. The Suspension and Suspension Notice described in this Section 1.2(d) shall be held in confidence and not disclosed by the Manager, except as required by law. (ive) Provided that a Suspension is not then in effect, the Purchasers The Manager may sell Registrable Shares under the Registration Statement, Statement provided that neither a Suspension nor a suspended disposition under Section 1.2(c) hereof is then in effect, the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus, and the Manager arranges for delivery of a current Prospectus to the any transferee of receiving such Registrable Shares to in compliance with the extent such Prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration StatementStatement in the manner described in the "Plan of Distribution" therein, (B2) Rule 144 of promulgated under the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish to happening of any pending corporate development, public filing with the Purchasers a certificate signed by SEC or similar event that, in the President or Chief Executive Officer judgment of the Company stating that the Board of Directors Directors, renders it advisable to suspend the use of the Company has made a good faith determination Prospectus or upon the advice of counsel (i) that the continued use request by the Purchasers an underwriter in connection with an underwritten public offering of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany's securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) occasions for not more than 30 sixty (60) days on each such occasion, suspend use of the Prospectus, Prospectus on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue any disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii6(c)(ii) shall be held by each Purchaser in strictest confidence and shall not be disclosed by the Purchasers. (iii) such Purchaser. Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement Period for amendments or supplements to a Registration Statement or related prospectus or for additional information; (B2) 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; (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “"Suspension”") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, used and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. (iv. The Suspension and Suspension Notice described in this Section 6(c)(iii) shall be held in strictest confidence by each Purchaser and shall not be disclosed by such Purchaser. Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration StatementStatement in the manner described in the "Plan of Distribution" therein, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree Each Purchaser agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or (3) another available exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish happening of any pending corporate development, public filing with the SEC or similar event, that, in the judgment of Company’s Board of Directors, renders it advisable to the Purchasers a certificate signed by the President or Chief Executive Officer suspend use of the Company stating that Prospectus, or upon the Board of Directors request by an underwriter in connection with an underwritten public offering of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany’s securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) non-consecutive occasions for not more than 30 ninety (90) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; , (B) 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; , (C) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (D) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. (iv) Provided that In the event of a Suspension is not then in effect, the Purchasers may sell sale of Registrable Shares under by a Purchaser, such Purchaser must also deliver to the Registration StatementCompany’s transfer agent, provided with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the selling Purchaser arranges for Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Manager agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) subject to the requirements of Schedule A attached hereto, the Registration StatementStatement referred to in Section 1.1, or (Bii) Rule 144 of the Securities Act or another available exemption fromany successor rule thereto, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Manager or its the intended plan of distribution of the Registrable Shares to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereundersecurities laws. (iib) In addition to any suspension rights under paragraph (iiic) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event or the existence of any state of facts that, in the judgment of an executive officer of the Company or the Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus due to pending transactions or other corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus for a period of not more than two occasions for not more than 30 ninety (90) days on each such occasion, suspend use of the Prospectus, on written notice (each such notice, a “Suspension Event Notice”) to each Purchaser the Manager (which notice Suspension Event Notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser the Manager, upon receipt of such Suspension Event Notice, shall discontinue (and cause the Trust to discontinue) disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus (an “Event Suspension”) until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the Registration Statement or the use of the applicable Prospectus may be resumed resumed; provided, that such right to suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus shall not be exercised by the Company for more than one hundred and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference twenty (120) days in any such Prospectustwelve-month period. The suspension Any Event Suspension and notice thereof Suspension Event Notice described in this Section 5(d)(ii1.2(b) shall be held in strictest confidence and shall not be disclosed by the PurchasersManager, except as required by law after reasonable prior notice to the Company. (iiic) Subject to paragraph (iv) below, in In the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; (Bii) 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; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding proceedings for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit 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 omit 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, during the Registration Period, then the Company shall deliver a certificate in writing to the Purchasers Manager (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Manager will discontinue disposition of refrain from selling any Registrable Shares covered by pursuant to the Registration Statement or using the Prospectus or any supplement thereto (a “Suspension”) until the Purchasers’ Manager’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusProspectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably possible after delivery of a Suspension Notice to the PurchasersManager. Any Suspension and Suspension Notice described in this Section 1.2(c) shall be held in confidence and not disclosed by the Manager, except as required by law. (ivd) Provided that a Suspension is not then In order to enforce the provisions set forth in effectSections 1.2(b) and (c) above, the Purchasers Company may impose stop transfer instructions with respect to the sale of Registrable Shares by the Trust until the end of the applicable suspension period. (e) If so directed by the Company, the Manager shall deliver to the Company all physical copies of the Prospectus and any supplements thereto in its possession at the time of receipt by the Manager of any Suspension Event Notice or Suspension Notice. (f) The Manager may sell Registrable Shares under the Registration Statement, Statement provided that neither an Event Suspension nor a Suspension is then in effect, the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus, and the Manager arranges for delivery of a current Prospectus (as supplemented) to the any transferee of receiving such Registrable Shares to in compliance with the extent such Prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A) the Registration Statement, (B) Rule 144 of the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company Company. and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two occasions for not more than 30 45 days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (B) 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; (C) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “"Suspension”") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Manager agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) the Registration Statement, Statement referred to in Section 1.1 or (Bii) Rule 144 of the Securities Act or another available exemption from144, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared first filed with the SEC regarding the Purchaser Manager, the Plan and the Trust or its the intended plan of distribution of the Registrable Shares to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereundersecurities laws. (iib) In addition to any suspension rights under paragraph (iiic) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event that, in the judgment of Company's legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus due to pending corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus for a period of not more than two occasions for not more than 30 one hundred twenty (120) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser Manager (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser Manager shall discontinue disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the Registration Statement or use of the applicable Prospectus may be resumed and have received copies resumed, provided that such right to suspend the disposition of any additional Registrable Shares covered by the Registration Statement or supplemental filings that are incorporated or deemed incorporated use of the Prospectus shall not be exercised by reference Company for more than one hundred fifty (150) days in any such Prospectustwelve-month period. The suspension and notice thereof described in this Section 5(d)(ii1.2(b) shall be held in strictest confidence and shall not be disclosed by the PurchasersCompany or the Manager, except as required by law. (iiic) Subject to paragraph (ivd) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; , (Bii) 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; , (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or , (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit 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 omit 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 deliver a certificate in writing to the Purchasers Manager (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Manager will discontinue disposition of refrain from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “"Suspension”") until the Purchasers’ Manager's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusProspectus. In the event of any Suspension, the Company will use its reasonable best commercial efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the PurchasersManager. The Suspension and Suspension Notice described in this Section 1.2(c) shall be held in strictest confidence and not disclosed by the Company or Manager, except as required by law. (ivd) Provided that a Suspension is not then in effect, the Purchasers The Manager may sell Registrable Shares under the Registration Statement, Statement provided that neither a Suspension nor a suspended disposition under Section 1.2(b) hereof is then in effect, the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus, and the Manager arranges for delivery of a current Prospectus to the any transferee of receiving such Registrable Shares in compliance with the prospectus delivery requirements of the Securities Act; and provided further, that, during any one trading day, Manager shall not sell in excess of 15% of the average daily reported trading volume of Registrable Shares on the New York Stock Exchange for the five trading days immediately preceding such date. (e) In the event of a sale of Registrable Shares by the Manager, the Manager must also deliver to the extent such delivery is required by applicable lawCompany's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Plan agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) the Registration StatementStatement referred to in Section 1.1, or (Bii) Rule 144 of the Securities Act or another available exemption fromany successor rule thereto, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Plan or its the intended plan of distribution of the Registrable Shares to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereundersecurities laws. (iib) In addition to any suspension rights under paragraph (iiic) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event or the existence of any state of facts that, in the judgment of an executive officer of the Company or the Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus due to pending transactions, or other corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus for a period of not more than two occasions for not more than 30 ninety (90) days on each such occasion, suspend use of the Prospectus, on written notice (each such notice, a “Suspension Event Notice”) to each Purchaser the Plan (which notice Suspension Event Notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall the Plan, upon receipt of such Suspension Event Notice, will discontinue (and cause the Plan to discontinue) from selling or otherwise disposing of Registrable Shares covered by the Registration Statement or using the Prospectus or any supplement thereto (any such suspension pursuant to this Section 1.2(b), an “Event Suspension”) until copies of a supplemented or amended Prospectus filed by the Company with the SEC are distributed to the Plan or until the Pension Board is advised in writing by the Company that the disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies the use of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed resumed; provided, however, that such right to suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus shall not be exercised by the Company for more than one hundred and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference twenty (120) days in any such Prospectustwelve-month period. The suspension Any Event Suspension and notice thereof Suspension Event Notice described in this Section 5(d)(ii1.2(b) shall be held in strictest confidence and shall not be disclosed by the PurchasersPlan, except as required by law after reasonable prior notice to the Company. (iiic) Subject to paragraph (iv) below, in In the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a the Registration Statement or related prospectus Prospectus or for additional information; (Bii) 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; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding proceedings for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit 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 omit 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, during the Registration Period, then the Company shall deliver a certificate in writing to the Purchasers Plan (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), andin which case the Plan, upon receipt of such Suspension Notice, will refrain (and cause the Purchasers will discontinue disposition Plan to refrain) from selling or otherwise disposing of Registrable Shares covered by to the Registration Statement or using the Prospectus or any supplement thereto (any such suspension pursuant to this Section 1.2(c), a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, Company with the SEC are distributed to the Plan or until the Purchasers are Plan is advised in writing by the Company that the current disposition of Registrable Shares covered by the Registration Statement or the use of the applicable Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusresumed. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably possible after delivery of a Suspension Notice to the PurchasersPlan. Any Suspension and Suspension Notice described in this Section 1.2(c) shall be held in confidence and not disclosed by the Plan, except as required by law after reasonable prior notice to the Company. (ivd) Provided In order to enforce the provisions set forth in Sections 1.2(b) and (c) above, the Company may impose stop transfer instructions with respect to the sale of Registrable Shares by the Plan until the end of the applicable suspension period. (e) If so directed by the Company, the Plan shall deliver to the Company all physical copies of the Prospectus and any supplements thereto in its possession at the time of receipt by the Plan of any Suspension Event Notice or Suspension Notice. (f) The Plan may sell the Registrable Shares under the Registration Statement provided that neither an Event Suspension nor a Suspension is not then in effect, the Purchasers may sell Registrable Shares under Plan is not in possession of any material non-public information regarding the Registration StatementCompany, provided that the selling Purchaser Plan sells in accordance with the plan of distribution in the Prospectus, and the Plan arranges for delivery of a current Prospectus (as supplemented) to the any transferee of receiving such Registrable Shares to in compliance with the extent such Prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers Subject to Section 4.4, the Investors agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A) the Registration StatementStatement referred to in Section 4.1, (B) Rule 144 of the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Investor or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (iib) In addition to any suspension rights under paragraph (iiic) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not upon the happening of any event, that, in the judgment of Company’s board of directors, renders it advisable to suspend use of the prospectus for no more than two occasions for not more than 30 sixty (60) days on each such occasionin the aggregate in any twelve (12) month period of time due to pending corporate developments, public filings with the SEC or similar events, suspend use of the Prospectus, prospectus on written notice to each Purchaser Investor (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser Investor shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers Investors or until the Purchasers Investors are advised in writing by the Company that sales the use of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasersresumed. (iiic) Subject to paragraph (ivd) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (Bii) 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; , (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or , (Div) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 Prospectusprospectus, 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 deliver a certificate in writing to the Purchasers Investors (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Investors will discontinue disposition of refrain from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “Suspension”) until the PurchasersInvestors’ receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the PurchasersInvestors. (ivd) Provided that a Suspension is not then in effect, the Purchasers Investors may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser Investor arranges for delivery of a current Prospectus prospectus to the transferee of such Registrable Shares. (e) In the event of a sale of Registrable Shares by an Investor, such Investor must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit F, so that ownership of the Registrable Shares may be properly transferred. (f) For so long as the Company will have a class of securities registered under Section 12(b) or Section 12(g) of the Exchange Act, the Company covenants that it will file, on a timely basis, any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder and keep all such reports and public information current to the extent such delivery is required by applicable lawRule 144 under the Securities Act for a period of five (5) years after the last Closing to occur.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree Each Purchaser agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or (3) another available exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish happening of any pending corporate development, public filing with the SEC or similar event, that, in the judgment of Company's Board of Directors, renders it advisable to the Purchasers a certificate signed by the President or Chief Executive Officer suspend use of the Company stating that Prospectus, or upon the Board of Directors request by an underwriter in connection with an underwritten public offering of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany's securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) non-consecutive occasions for not more than 30 ninety (90) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; , (B) 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; , (C) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (D) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. (iv) Provided that In the event of a Suspension is not then in effect, the Purchasers may sell sale of Registrable Shares under by a Purchaser, such Purchaser must also deliver to the Registration StatementCompany's transfer agent, provided with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the selling Purchaser arranges for Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 upon the happening of any pending corporate development, public filing with the SEC or prospects or any proposed material transaction involving similar event, that, in the Company and (ii) that such premature disclosure would be materially adverse judgment of Company’s Board of Directors, renders it advisable to suspend use of the Companyprospectus, its business or prospects or any such proposed material transaction, then the Company may, on not for no more than two occasions for not more than 30 ninety (90) days on each such occasionin the aggregate, suspend use of the Prospectusprospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusprospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. The Company may not utilize the suspension described in this Section 5(c)(ii) more than two (2) times in the aggregate. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law.or

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration StatementStatement in the manner described in the "Plan of Distribution" therein, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish to happening of any pending corporate development, public filing with the Purchasers a certificate signed by SEC or similar event that, in the President or Chief Executive Officer judgment of the Company stating that the Board of Directors Directors, renders it advisable to suspend the use of the Company has made a good faith determination Prospectus or upon the advice of counsel (i) that the continued use request by the Purchasers an underwriter in connection with an underwritten public offering of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany's securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) occasions for not more than 30 forty-five (45) days on each such occasion, suspend use of the Prospectus, Prospectus on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue any disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held by each Purchaser in strictest confidence and shall not be disclosed by the Purchaserssuch Purchaser. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement Period for amendments or supplements to a Registration Statement or related prospectus or for additional information; (B2) 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; (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, used and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence by each Purchaser and shall not be disclosed by such Purchaser. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration StatementStatement in the manner described in the "Plan of Distribution" therein, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish notwithstanding anything in this Agreement to the Purchasers a certificate signed by contrary, upon the President happening of any pending corporate development, public filing with the SEC or Chief Executive Officer similar event that, in the judgment of the Company stating that the Board of Directors Directors, renders it advisable to suspend the use of the Company has made a good faith determination Prospectus or upon the advice of counsel (i) that the continued use request by the Purchasers an underwriter in connection with an underwritten public offering of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany's securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two occasions may for not more than 30 forty-five (45) days on each such occasion, during any 12-month period suspend use of the Prospectus, Prospectus on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue any disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus; provided, however, that no single suspension under this Section 5(c)(ii) may last longer than fifteen (15) days. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held by each Purchaser in strictest confidence and shall not be disclosed by the Purchaserssuch Purchaser. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement Period for amendments or supplements to a Registration Statement or related prospectus or for additional information; (B2) 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; (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D4) any event or circumstance that (other than those described described in Section 5(c)(ii) above) which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, used and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence by each Purchaser and shall not be disclosed by such Purchaser. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish Company, upon the happening of any pending corporate development, public filing with the SEC or similar event, that, in the judgment of Company's Board of Directors, renders it advisable to the Purchasers a certificate signed by the President or Chief Executive Officer suspend use of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of prospectus or efforts to make the Registration Statement effective, may, for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would require, under the Securities Act, premature disclosure no more than forty-five (45) days in the Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or aggregate in any proposed material transaction involving the Company and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two occasions for not more than 30 days on each such occasionone suspension, suspend use of the Prospectusprospectus or efforts to make the Registration Statement effective (a "Black Out"), on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by pursuant to the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusprospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. The Company may not utilize the suspension described in this Section 5(c)(ii) more than two (2) times in the aggregate. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it neither 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, misleading in the light of the circumstances under which they were made, not misleading, then the Company shall deliver a certificate in writing to the Purchasers (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by pursuant to the Registration Statement or Prospectus prospectus (a “"Suspension”") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration StatementStatement in the manner described in the "Plan of Distribution" therein, (B2) Rule 144 of promulgated under the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish to happening of any pending corporate development, public filing with the Purchasers a certificate signed by SEC or similar event that, in the President or Chief Executive Officer judgment of the Company stating that the Board of Directors Directors, renders it advisable to suspend the use of the Company has made a good faith determination Prospectus or upon the advice of counsel (i) that the continued use request by the Purchasers an underwriter in connection with an underwritten public offering of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany's securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) occasions for not more than 30 sixty (60) days on each such occasion, suspend use of the Prospectus, Prospectus on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue any disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii6(c)(ii) shall be held by each Purchaser in strictest confidence and shall not be disclosed by the Purchaserssuch Purchaser. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement Period for amendments or supplements to a Registration Statement or related prospectus or for additional information; (B2) 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; (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, used and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 6(c)(iii) shall be held in strictest confidence by each Purchaser and shall not be disclosed by such Purchaser. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration StatementStatement in the manner described in the "Plan of Distribution" therein, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish happening of any pending corporate development, public filing with the SEC or similar event, that, in the judgment of Company's Board of Directors, renders it advisable to the Purchasers a certificate signed by the President or Chief Executive Officer suspend use of the Company stating that Prospectus or upon the Board of Directors request by an underwriter in connection with an underwritten public offering of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany's securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) non-consecutive occasions for not more than 30 forty-five (45) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law.or

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of or (3) any other exemption from registration under the Securities Act or another available exemption fromAct, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the such Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish to happening of any pending corporate development, public filing with the Purchasers a certificate signed by SEC or similar event, that, in the President or Chief Executive Officer judgment of the Company stating that the Company's Board of Directors Directors, renders it advisable to suspend the use of the Company has made a good faith determination Prospectus or upon the advice of counsel (i) that the continued use request by the Purchasers an underwriter in connection with an underwritten public offering of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany's securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) occasions for not more than 30 thirty (30) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus; provided, however, that the Company may not exercise its right under this paragraph (ii) prior to the three month anniversary of the date of this Agreement. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held by each Purchaser in strictest confidence and shall not be disclosed by the Purchaserssuch Purchaser. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement Period for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “"Suspension”") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held by each Purchaser in strictest confidence and shall not be disclosed by such Purchaser. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Manager agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) the Registration StatementStatement referred to in Section 1.1, or (Bii) Rule 144 of under the Securities Act or another available exemption fromany successor rule thereto (as such rule may be amended from time to time, or in a transaction not subject to“Rule 144”), the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Manager or its the intended plan of distribution of the Registrable Shares to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereundersecurities laws. (iib) The Manager and the Company agree that the Registrable Shares may be sold in one or more privately-negotiated block trades; provided, however, that no such block trade may exceed 300,000 shares and provided further that no more than one privately-negotiated block sale may be made to a single purchaser or affiliates of such purchaser within a twelve-month period. (c) In addition to any suspension rights under paragraph (iiid) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event that, in the judgment of the Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus due to pending corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus for a period of not more than two occasions for not more than 30 ninety (90) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser the Manager (which notice will not disclose the content of any material non-public nonpublic information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser the Manager, upon receipt of such written notice, shall discontinue (or cause the Trust to discontinue) disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the Registration Statement or use of the applicable Prospectus may be resumed and have received copies resumed; provided, that such right to suspend the disposition of any additional Registrable Shares covered by the Registration Statement or supplemental filings that are incorporated or deemed incorporated use of the Prospectus shall not be exercised by reference the Company for more than one hundred twenty (120) days in any such Prospectustwelve-month period. The suspension and notice thereof described in this Section 5(d)(ii1.2(c) shall be held in strictest confidence and shall not be disclosed by the PurchasersManager, except as required by law. (iiid) Subject to paragraph (iv) below, in In the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; (Bii) 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; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding proceedings for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit 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 omit 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 deliver a certificate in writing to the Purchasers Manager (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public nonpublic information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Manager will discontinue disposition of refrain (or cause the Trust to refrain) from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ Manager’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusProspectus. In the event of any Suspension, the Company will use its reasonable best commercial efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the PurchasersManager. The Suspension and Suspension Notice described in this Section 1.2(d) shall be held in confidence and not disclosed by the Manager, except as required by law. (ive) Provided that a Suspension is not then in effect, the Purchasers The Manager may sell Registrable Shares under the Registration Statement, Statement provided that neither a Suspension nor a suspended disposition under Section 1.2(c) hereof is then in effect, the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus, and the Manager arranges for delivery of a current Prospectus to the any transferee of receiving such Registrable Shares to in compliance with the extent such Prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) the Registration Statement, Statement referred to in Section 5(a) or (Bii) Rule 144 of the Securities Act or another available exemption from144, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not upon the happening of any event, that, in the judgment of Company's board of directors, renders it advisable to suspend use of the prospectus for no more than two occasions for not more than 30 ninety (90) days on each such occasionin the aggregate in any twelve (12) month period of time due to pending corporate developments, public filings with the SEC or similar events, suspend use of the Prospectus, prospectus on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales the use of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusresumed. The suspension and notice thereof described in this Section 5(d)(ii5(b)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (Bii) 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; , (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or , (Div) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 Prospectusprospectus, 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 deliver a certificate in writing to the Purchasers (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of refrain from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “"Suspension”") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best commercial efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(b)(iii) shall be held in strictest confidence and not disclosed by the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus prospectus to the transferee of such Registrable Shares. (v) In the event of a sale of Registrable Shares by an Purchaser, such Purchaser must also deliver to the extent such delivery is required by applicable lawCompany's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 upon the happening of any pending corporate development, public filing with the SEC or prospects or any proposed material transaction involving similar event, that, in the Company and (ii) that such premature disclosure would be materially adverse judgment of Company's Board of Directors, renders it advisable to suspend use of the Companyprospectus, its business or prospects or any such proposed material transaction, then the Company may, on not for no more than two occasions for not more than 30 thirty (30) days on each such occasionin the aggregate, suspend use of the Prospectusprospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusprospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 Prospectusprospectus, 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 deliver a certificate in writing to the Purchasers (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus prospectus (a “"Suspension”") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration StatementStatement in the manner described in the “Plan of Distribution” therein, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition Subject to any suspension rights under paragraph (iii) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two occasions for not more than 30 days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (B) 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; (C) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D) any event or circumstance that necessitates the making of any changes in the Registration Statement or ProspectusSuspension, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, used and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(ii) shall be held in strictest confidence by each Purchaser and shall not be disclosed by such Purchaser. (iviii) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (iv) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company’s transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold. (v) The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement (other than as permitted pursuant to a Transactional Suspension Event), or the suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension as soon as reasonably practicable consistent with the provisions of this Agreement.

Transfer of Registrable Shares After Registration; Suspension. (a) The Manager agrees that (i) The Purchasers agree that they it will not (x) offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except or (y) direct the Trust to offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except, in the case of each of clauses (x) and (y), pursuant to either (A) the Registration StatementStatement or Rule 144, and (Bii) Rule 144 of the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Manager or its the intended plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunderRegistrable Shares. (b) The Manager and the Company agree that the Registrable Shares may be sold in one or more privately-negotiated block trades; provided that (i) no such block trade may exceed two percent (2%) of the issued and outstanding common stock of the Company, and (ii) the Manager will not enter into a privately-negotiated block trade with any person that the Manager knows holds more than five percent (5%) of the issued and outstanding common stock of the Company. (c) In addition to any suspension rights under paragraph (iiiSection 2(d) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event or the existence of any state of facts that, in the judgment of an executive officer of the Company or the Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus or any supplement thereto due to pending transactions or other corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement and the use of such Prospectus or any supplement thereto for a period of not more than two occasions for not more than 30 120 days on each such occasion, suspend use of the Prospectus, on upon written notice (a “Suspension Event Notice”) to each Purchaser the Manager (which notice Suspension Event Notice will not disclose the content of any material non-public information and will indicate the date dates of the beginning and the end of the intended period of suspension, if known), in which case each Purchaser the Manager, upon receipt of such Suspension Event Notice, shall discontinue discontinue, and shall cause the Trust to discontinue, disposition of Registrable Shares covered by the Registration Statement and the use of any applicable Prospectus or Prospectus any supplement thereto (an “Event Suspension”) until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the applicable Registration Statement or the use of the Prospectus or supplement thereto may be resumed and have received copies resumed; provided that such right to suspend the disposition of any additional Registrable Shares covered by the Registration Statement or supplemental filings that are incorporated the use of the Prospectus or deemed incorporated supplement thereto shall not be exercised by reference the Company for more than 120 days in any such Prospectus12-month period. The suspension Any Event Suspension and notice thereof Suspension Event Notice described in this Section 5(d)(ii2(c) shall be held in strictest confidence and shall not be disclosed by the PurchasersManager, except as required by law. (iiid) Subject to paragraph (ivSection 2(g) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a the Registration Statement or related prospectus Prospectus or for additional information; (Bii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding proceedings for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or the Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that that, in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission omit 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, in each case, during the Registration Period, then the Company shall deliver a certificate in writing to the Purchasers Manager (the a “Suspension Notice”) to the effect of the foregoing (which notice Suspension Notice will not disclose the content of any material non-public information and will indicate the date dates of the beginning and the end of the intended period of suspension, if known), ) and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Manager shall refrain, and shall cause the Trust to refrain, from selling any Registrable Shares covered by pursuant to the Registration Statement or using the Prospectus or any supplement thereto (a “Suspension”) until the Purchasers’ receipt of Manager has received copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are Manager is advised in writing by the Company that the current Prospectus or supplement thereto may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the availability for use of the Registration Statement and the Prospectus so suspended to be resumed as soon as reasonably possible after delivery of a Suspension Notice to the PurchasersManager. Any Suspension and Suspension Notice described in this Section 2(d) shall be held in confidence and not disclosed by the Manager, except as required by law. (ive) Provided that a Suspension is not then In order to enforce the covenants of the Manager set forth in effectSections 2(c) and (d) above, the Purchasers Company may impose stop transfer instructions with respect to the sale of Registrable Shares by the Trust until the end of the applicable suspension period. (f) If so directed by the Company, the Manager shall deliver to the Company all physical copies of the Prospectus and any supplements thereto in its possession at the time of receipt by the Manager of any Suspension Event Notice or Suspension Notice. (g) The Manager may sell Registrable Shares under the Registration Statement, ; provided that (i) neither a Suspension nor an Event Suspension is then in effect, (ii) the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus and (iii) the Manager arranges for delivery of a current Prospectus (as supplemented) to the any transferee of receiving such Registrable Shares to in compliance with the extent such prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Each Participating Investor agrees that they it will not offer effect any disposition of the Registrable Shares or its right to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A) the Registration Statement, (B) Rule 144 of the Securities Act or another available exemption from, or as contemplated in a transaction not subject toRegistration Statement referred to in Sections 6.1 or 6.2 and as described below or as otherwise permitted by law, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the a Registration Statement after it is prepared or any Prospectus regarding the Purchaser Participating Investor or its plan of distribution to distribution. (b) Except in the extent required event that paragraph (c) below applies, the Company shall (i) if deemed necessary by applicable law. The Company will the Company, prepare and file any required prospectus supplement under Rule 424(b)(3) or from time to time with the SEC a post-effective amendment under to a Registration Statement or a supplement to the Securities Act related Prospectus, a new Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other applicable provision required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Securities Act Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to appropriately amend state a material fact required to be stated therein or necessary to make the list statements therein, in light of selling stockholders or the plan of distribution thereunder. circumstances under which they were made, not misleading; (ii) In addition provide the Participating Investor copies of any documents filed pursuant to any suspension rights under paragraph Section 6.4(b)(i); and (iii) belowinform each Participating Investor that the Company has complied with its obligations in Section 6.4(b)(i) (or that, if the Company shall furnish has filed a post-effective amendment to the Purchasers a certificate signed by the President or Chief Executive Officer of such Registration Statement which has not yet been declared effective, the Company stating will notify the Participating Investor to that effect, will use its reasonable best efforts to secure the Board effectiveness of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two occasions for not more than 30 days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material nonpost-public information effective amendment as promptly as possible and will indicate promptly notify the date of Participating Investor when the beginning and end of the intended period of suspension, if knownamendment has become effective), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iiic) Subject to paragraph (ivd) below, in the event of: (Ai) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the a Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; (Bii) 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; (Ciii) 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 Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (Div) of any event or circumstance that which, in the good faith determination of the Company's Disinterested Directors upon the advice of counsel, necessitates the making of any changes in the a Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the such 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 deliver a certificate in writing to the Purchasers Participating Investors (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Participating Investors will discontinue disposition of refrain from selling any Registrable Shares covered by pursuant to the such Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until the Purchasers’ Participating Investor's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusProspectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice reasonably practicable. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the PurchasersParticipating Investor, the Participating Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 6.4(c). (ivd) Notwithstanding the foregoing paragraphs of this Section 6.4, the Participating Investor shall not be prohibited from selling Registrable Shares under a Registration Statement as a result of Suspensions on more than two occasions of not more than 60 days each in any twelve-month period. (e) Provided that a Suspension is not then in effect, the Purchasers a Participating Investor may sell Registrable Shares under the a Registration Statement, provided that the selling Purchaser it arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable lawShares.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Manager agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) the Registration StatementStatement referred to in Section 1.1, following its effectiveness, or (Bii) Rule 144 of the Securities Act or another available exemption from144, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Manager or its the intended plan of distribution of the Registrable Shares to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereundersecurities laws. (iib) In addition to any suspension rights under paragraph (iiic) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event that, in the judgment of Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus due to pending corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus for a period of not more than two occasions for not more than 30 one hundred twenty (120) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser the Manager (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser the Manager shall discontinue disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the Registration Statement or use of the applicable Prospectus may be resumed and have received copies resumed, provided that such right to suspend the disposition of any additional Registrable Shares covered by the Registration Statement or supplemental filings that are incorporated or deemed incorporated use of the Prospectus shall not be exercised by reference Company for more than one hundred fifty (150) days in any such Prospectustwelve-month period. The suspension and notice thereof described in this Section 5(d)(ii1.2(b) shall be held in strictest confidence and shall not be disclosed by the PurchasersCompany or the Manager, except as required by law. (iiic) Subject to paragraph (ivd) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a the Registration Statement or related prospectus Prospectus or for additional information; , (Bii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement registration statement or the initiation of any proceedings for that purpose; , (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or , (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit 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 omit 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 deliver a certificate in writing to the Purchasers Manager (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Manager will discontinue disposition of refrain from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ Manager’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusProspectus. In the event of any Suspension, the Company will use its reasonable best commercial efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the PurchasersManager. The Suspension and Suspension Notice described in this Section 1.2(c) shall be held in strictest confidence and not disclosed by the Company or the Manager, except as required by law. (ivd) Provided that a Suspension is not then in effect, the Purchasers The Manager may sell Registrable Shares under the Registration Statement, Statement provided that neither a Suspension nor a suspended disposition under Section 1.2(c) hereof is then in effect, the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus, and the Manager arranges for delivery of a current Prospectus to the any transferee of receiving such Registrable Shares to in compliance with the extent such prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish happening of any pending corporate development, public filing with the SEC or other similar event that, in the judgment of Company’s Board of Directors, renders it advisable to the Purchasers a certificate signed by the President or Chief Executive Officer suspend use of the Company stating that Prospectus or upon the Board of Directors request by an underwriter in connection with an underwritten public offering of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany’s securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) occasions for per 365 day period, with all suspensions during any such 365 day period not more than 30 exceeding sixty (60) days on each such occasionin the aggregate (the “Grace Period”), suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended or anticipated period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , or (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company’s transfer agent, with a copy to the Company, a certificate of subsequent sale or other documentation reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers Subject to Section 4.4, the Investors agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A) the Registration StatementStatement referred to in Section 4.1, (B) Rule 144 of the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Investor or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (iib) In addition to any suspension rights under paragraph (iiic) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not upon the happening of any event, that, in the judgment of Company's board of directors, renders it advisable to suspend use of the prospectus for no more than two occasions for not more than 30 sixty (60) days on each such occasionin the aggregate in any twelve (12) month period of time due to pending corporate developments, public filings with the SEC or similar events, suspend use of the Prospectus, prospectus on written notice to each Purchaser Investor (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser Investor shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers Investors or until the Purchasers Investors are advised in writing by the Company that sales the use of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasersresumed. (iiic) Subject to paragraph (ivd) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (Bii) 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; , (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or , (Div) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 Prospectusprospectus, 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 deliver a certificate in writing to the Purchasers Investors (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Investors will discontinue disposition of refrain from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “"Suspension”") until the Purchasers’ Investors' receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the PurchasersInvestors. (ivd) Provided that a Suspension is not then in effect, the Purchasers Investors may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser Investor arranges for delivery of a current Prospectus prospectus to the transferee of such Registrable Shares. (e) In the event of a sale of Registrable Shares by an Investor, such Investor must also deliver to the Company's transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit E, so that ownership of the Registrable Shares may be properly --------- transferred. (f) For so long as the Company will have a class of securities registered under Section 12(b) or Section 12(g) of the Exchange Act, the Company covenants that it will file, on a timely basis, any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder and keep all such reports and public information current to the extent such delivery is required by applicable lawRule 144 under the Securities Act for a period of five (5) years after the Closing.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish to Company, upon the Purchasers a certificate signed by happening of any pending corporate development, public filing with the President SEC or Chief Executive Officer similar event, that, in the judgment of the Company stating that the Board of Directors Company, renders it advisable to suspend use of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of prospectus or efforts to make the Registration Statement effective, may, for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would require, under the Securities Act, premature disclosure no more than forty-five (45) calendar days in the Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or aggregate in any proposed material transaction involving the Company and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two occasions for not more than 30 days on each such occasionone suspension, suspend use of the Prospectusprospectus or efforts to make the Registration Statement effective (a “Black Out”), on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by pursuant to the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusprospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. The Company may not utilize the suspension described in this Section 5(c)(ii) more than two (2) times in any 365 day period. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it neither 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, misleading in the light of the circumstances under which they were made, not misleading, then the Company shall deliver a certificate in writing to the Purchasers (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by pursuant to the Registration Statement or Prospectus prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company’s transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (a) The Manager agrees that (i) The Purchasers agree that they it will not (x) offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except or (y) direct the Trust to offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except, in the case of each of clauses (x) and (y), pursuant to either (A) the Registration StatementStatement or Rule 144, and (Bii) Rule 144 of the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Manager or its the intended plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunderRegistrable Shares. (iib) The Manager and the Company agree that the Registrable Shares may be sold in one or more privately-negotiated block trades; provided that no such block trade may exceed 25,000 shares and that no more than one privately-negotiated block trade may be made to a single purchaser or affiliates of such purchaser within a twelve-month period. (c) In addition to any suspension rights under paragraph (iiiSection 2(d) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event or the existence of any state of facts that, in the judgment of an executive officer of the Company or the Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus or any supplement thereto due to pending transactions or other corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement and the use of such Prospectus or any supplement thereto for a period of not more than two occasions for not more than 30 90 days on each such occasion, suspend use of the Prospectus, on upon written notice (a “Suspension Event Notice”) to each Purchaser the Manager (which notice Suspension Event Notice will not disclose the content of any material non-public information and will indicate the date dates of the beginning and the end of the intended period of suspension, if known), in which case each Purchaser the Manager, upon receipt of such Suspension Event Notice, shall discontinue discontinue, and shall cause the Trust to discontinue, disposition of Registrable Shares covered by the Registration Statement and the use of any applicable Prospectus or Prospectus any supplement thereto (an “Event Suspension”) until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the applicable Registration Statement or the use of the Prospectus or supplement thereto may be resumed and have received copies resumed; provided that such right to suspend the disposition of any additional Registrable Shares covered by the Registration Statement or supplemental filings that are incorporated the use of the Prospectus or deemed incorporated supplement thereto shall not be exercised by reference the Company for more than 120 days in any such Prospectus12-month period. The suspension Any Event Suspension and notice thereof Suspension Event Notice described in this Section 5(d)(ii2(c) shall be held in strictest confidence and shall not be disclosed by the PurchasersManager, except as required by law. (iiid) Subject to paragraph (ivSection 2(g) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a the Registration Statement or related prospectus Prospectus or for additional information; (Bii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding proceedings for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or the Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that that, in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission omit 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, in each case, during the Registration Period, then the Company shall deliver a certificate in writing to the Purchasers Manager (the a “Suspension Notice”) to the effect of the foregoing (which notice Suspension Notice will not disclose the content of any material non-public information and will indicate the date dates of the beginning and the end of the intended period of suspension, if known), ) and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Manager shall refrain, and shall cause the Trust to refrain, from selling any Registrable Shares covered by pursuant to the Registration Statement or using the Prospectus or any supplement thereto (a “Suspension”) until the Purchasers’ receipt of Manager has received copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are Manager is advised in writing by the Company that the current Prospectus or supplement thereto may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the availability for use of the Registration Statement and the Prospectus so suspended to be resumed as soon as reasonably possible after delivery of a Suspension Notice to the PurchasersManager. Any Suspension and Suspension Notice described in this Section 2(d) shall be held in confidence and not disclosed by the Manager, except as required by law. (ive) Provided that a Suspension is not then In order to enforce the covenants of the Manager set forth in effectSections 2(c) and (d) above, the Purchasers Company may impose stop transfer instructions with respect to the sale of Registrable Shares by the Trust until the end of the applicable suspension period. (f) If so directed by the Company, the Manager shall deliver to the Company all physical copies of the Prospectus and any supplements thereto in its possession at the time of receipt by the Manager of any Suspension Event Notice or Suspension Notice. (g) The Manager may sell Registrable Shares under the Registration Statement, ; provided that (i) neither a Suspension nor an Event Suspension is then in effect, (ii) the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus and (iii) the Manager arranges for delivery of a current Prospectus (as supplemented) to the any transferee of receiving such Registrable Shares to in compliance with the extent such prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (a) The Manager agrees that (i) The Purchasers agree that they it will not (x) offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except or (y) direct the Trust to offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except, in the case of each of clauses (x) and (y), pursuant to either (A) the Registration StatementStatement or Rule 144, and (Bii) Rule 144 of the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Manager or its the intended plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunderRegistrable Shares. (b) The Manager and the Company agree that the Registrable Shares may be sold in one or more privately-negotiated block trades; provided that (i) no such block trade may exceed two percent (2%) of the issued and outstanding common stock of the Company, and (ii) the Manager will not enter into a privately-negotiated block trade with any person that the Manager knows holds more than five percent (5%) of the issued and outstanding common stock of the Company. (c) In addition to any suspension rights under paragraph (iiiSection 2(d) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event or the existence of any state of facts that, in the judgment of an executive officer of the Company or the Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus or any supplement thereto due to pending transactions or other corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement and the use of such Prospectus or any supplement thereto for a period of not more than two occasions for not more than 30 120 days on each such occasion, suspend use of the Prospectus, on upon written notice (a “Suspension Event Notice”) to each Purchaser the Manager (which notice Suspension Event Notice will not disclose the content of any material non-public information and will indicate the date dates of the beginning and the end of the intended period of suspension, if known), in which case each Purchaser the Manager, upon receipt of such Suspension Event Notice, shall discontinue discontinue, and shall cause the Trust to discontinue, disposition of Registrable Shares covered by the Registration Statement and the use of any applicable Prospectus or Prospectus any supplement thereto (an “Event Suspension”) until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the applicable Registration Statement or the use of the Prospectus or supplement thereto may be resumed and have received copies resumed; provided that such right to suspend the disposition of any additional Registrable Shares covered by the Registration Statement or supplemental filings that are incorporated the use of the Prospectus or deemed incorporated supplement thereto shall not be exercised by reference the Company for more than 120 days in any such Prospectus12-month period. The suspension Any Event Suspension and notice thereof Suspension Event Notice described in this Section 5(d)(ii2(c) shall be held in strictest confidence and shall not be disclosed by the PurchasersManager, except as required by law. (iiid) Subject to paragraph (ivSection 2(g) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a the Registration Statement or related prospectus Prospectus or for additional information; (Bii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding proceedings for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or the Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that that, in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission omit 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, in each case, during the Registration Period, then the Company shall deliver a certificate in writing to the Purchasers Manager (the a “Suspension Notice”) to the effect of the foregoing (which notice Suspension Notice will not disclose the content of any material non-public information and will indicate the date dates of the beginning and the end of the intended period of suspension, if known), ) and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Manager shall refrain, and shall cause the Trust to refrain, from selling any Registrable Shares covered by pursuant to the Registration Statement or using the Prospectus or any supplement thereto (a “Suspension”) until the Purchasers’ receipt of Manager has received copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are Manager is advised in writing by the Company that the current Prospectus or supplement thereto may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the availability for use of the Registration Statement and the Prospectus so suspended to be resumed as soon as reasonably possible after delivery of a Suspension Notice to the PurchasersManager. Any Suspension and Suspension Notice described in this Section 2(d) shall be held in confidence and not disclosed by the Manager, except as required by law. (ive) Provided that a Suspension is not then In order to enforce the covenants of the Manager set forth in effectSections 2(c) and (d) above, the Purchasers Company may impose stop transfer instructions with respect to the sale of Registrable Shares by the Trust until the end of the applicable suspension period. (f) If so directed by the Company, the Manager shall deliver to the Company all physical copies of the Prospectus and any supplements thereto in its possession at the time of receipt by the Manager of any Suspension Event Notice or Suspension Notice. (g) The Manager may sell Registrable Shares under the Registration Statement, ; provided that (i) neither a Suspension nor an Event Suspension is then in effect, (ii) the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus and (iii) the Manager arranges for delivery of a current Prospectus (as supplemented) to the any transferee of receiving such Registrable Shares to in compliance with the extent such prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Subject to Section 1.4, the Trust agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A) the Registration StatementStatement referred to in Section 1.1, (B) Rule 144 of the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Trust or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (iib) In addition to any suspension rights under paragraph (iiic) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not upon the happening of any event, that, in the judgment of Company's board of directors, renders it advisable to suspend use of the prospectus for no more than two occasions for not more than 30 sixty (60) days on each such occasionin the aggregate in any twelve (12) month period of time due to pending corporate developments, public filings with the SEC or similar events, suspend use of the Prospectus, prospectus on written notice to each Purchaser Investor (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser Trust shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers Trust or until the Purchasers are Trust is advised in writing by the Company that sales the use of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasersresumed. (iiic) Subject to paragraph (ivd) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (Bii) 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; , (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or , (Div) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 Prospectusprospectus, 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 deliver a certificate in writing to the Purchasers Trust (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Trust will discontinue disposition of refrain from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “"Suspension”") until the Purchasers’ Trust's receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the PurchasersInvestors. (ivd) Provided that a Suspension is not then in effect, the Purchasers Trust may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser Trust arranges for delivery of a current Prospectus prospectus to the transferee of such Registrable Shares. (e) In the event of a sale of Registrable Shares by the Trust, the Trust must also deliver to the Company's transfer agent, with a copy to the Company, a Certificate of Subsequent Sale in such form as the Company and its transfer agent may reasonably request so that ownership of the Registrable Shares may be properly transferred. (f) For so long as the Company will have a class of securities registered under Section 12(b) or Section 12(g) of the Exchange Act, the Company covenants that it will file, on a timely basis, any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder and keep all such reports and public information current to the extent such delivery is required by applicable lawRule 144 under the Securities Act for a period of three (3) years after the Transfer.

Transfer of Registrable Shares After Registration; Suspension. (ia) The Purchasers agree Manager agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) the Registration StatementStatement referred to in Section 1.1, or (Bii) Rule 144 of under the Securities Act or another available exemption fromany successor rule thereto (as such rule may be amended from time to time, or in a transaction not subject to"Rule 144"), the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared first filed with the SEC regarding the Purchaser Manager or its the intended plan of distribution of the Registrable Shares to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereundersecurities laws. (iib) In addition to any suspension rights under paragraph (iiic) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event that, in the judgment of the Company's legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus due to pending corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus for a period of not more than two occasions for not more than 30 one hundred twenty (120) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser the Manager (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser the Manager, upon receipt of such written notice, shall discontinue (or cause the Trust to discontinue) disposition of Registrable Shares covered by the Registration Statement or use of the Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the Registration Statement or use of the applicable Prospectus may be resumed and have received copies resumed; provided, that such right to suspend the disposition of any additional Registrable Shares covered by the Registration Statement or supplemental filings that are incorporated or deemed incorporated use of the Prospectus shall not be exercised by reference the Company for more than one hundred fifty (150) days in any such Prospectustwelve-month period. The suspension and notice thereof described in this Section 5(d)(ii1.2(b) shall be held in strictest confidence and shall not be disclosed by the PurchasersManager, except as required by law. (iiic) Subject to paragraph (ivd) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; (Bii) 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; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit 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 omit 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 deliver a certificate in writing to the Purchasers Manager (the “"Suspension Notice”") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers Manager will discontinue disposition of refrain (or cause the Trust to refrain) from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “"Suspension”") until the Purchasers’ Manager's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusProspectus. In the event of any Suspension, the Company will use its reasonable best commercial efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the PurchasersManager. The Suspension and Suspension Notice described in this Section 1.2(c) shall be held in confidence and not disclosed by the Manager, except as required by law. (ivd) Provided that a Suspension is not then in effect, the Purchasers The Manager may sell Registrable Shares under the Registration Statement, Statement provided that neither a Suspension nor a suspended disposition under Section 1.2(b) hereof is then in effect, the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus, and the Manager arranges for delivery of a current Prospectus to the any transferee of receiving such Registrable Shares to in compliance with the extent such prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either either: (A1) the Registration Statement, ; (B2) Rule 144 of the Securities Act Act; or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish to happening of any pending corporate development, public filing with the Purchasers a certificate signed by SEC or similar event, that, in the President or Chief Executive Officer judgment of the Company stating that the Company's Board of Directors Directors, renders it advisable to suspend use of the Company has made a good faith determination Prospectus or upon the advice of counsel (i) that the continued use request by the Purchasers an underwriter in connection with an underwritten public offering of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany's securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) non-consecutive occasions for not more than 30 forty-five (45) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (B2) 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; (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A1) the Registration Statement, (B2) Rule 144 of the Securities Act or another available (3) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish happening of any pending corporate development, public filing with the SEC or similar event, that, in the judgment of Company's Board of Directors, renders it advisable to the Purchasers a certificate signed by the President or Chief Executive Officer suspend use of the Company stating that Prospectus or upon the Board of Directors request by an underwriter in connection with an underwritten public offering of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany's securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) occasions for not more than 30 forty-five (45) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) In the event of a sale of Registrable Shares by a Purchaser, such Purchaser must also deliver to the Company's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (a) The Manager agrees that (i) The Purchasers agree that they it will not (x) offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except or (y) direct the Trust to offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except, in the case of each of clauses (x) and (y), pursuant to either (A) the Registration StatementStatement or Rule 144, and (Bii) Rule 144 of the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser Manager or its the intended plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunderRegistrable Shares. (iib) The Manager and the Company agree that the Registrable Shares may be sold in one or more privately-negotiated block trades; provided that no such block trade may exceed 75,000 shares and that no more than one privately-negotiated block trade may be made to a single purchaser or affiliates of such purchaser within a twelve-month period. (c) In addition to any suspension rights under paragraph (iiiSection 2(d) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on upon the happening of any event or the existence of any state of facts that, in the judgment of an executive officer of the Company or the Company’s legal counsel, renders advisable the suspension of the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus or any supplement thereto due to pending transactions or other corporate developments, public filings with the SEC or similar events, suspend the disposition of Registrable Shares covered by the Registration Statement and the use of such Prospectus or any supplement thereto for a period of not more than two occasions for not more than 30 90 days on each such occasion, suspend use of the Prospectus, on upon written notice (a “Suspension Event Notice”) to each Purchaser the Manager (which notice Suspension Event Notice will not disclose the content of any material non-public information and will indicate the date dates of the beginning and the end of the intended period of suspension, if known), in which case each Purchaser the Manager, upon receipt of such Suspension Event Notice, shall discontinue discontinue, and shall cause the Trust to discontinue, disposition of Registrable Shares covered by the Registration Statement and the use of any applicable Prospectus or Prospectus any supplement thereto (an “Event Suspension”) until copies of a supplemented or amended Prospectus are distributed to the Purchasers Manager or until the Purchasers are Manager is advised in writing by the Company that sales the disposition of Registrable Shares under covered by the applicable Registration Statement or the use of the Prospectus or supplement thereto may be resumed and have received copies resumed; provided that such right to suspend the disposition of any additional Registrable Shares covered by the Registration Statement or supplemental filings that are incorporated the use of the Prospectus or deemed incorporated supplement thereto shall not be exercised by reference the Company for more than 120 days in any such Prospectus12-month period. The suspension Any Event Suspension and notice thereof Suspension Event Notice described in this Section 5(d)(ii2(c) shall be held in strictest confidence and shall not be disclosed by the PurchasersManager, except as required by law. (iiid) Subject to paragraph (ivSection 2(g) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a the Registration Statement or related prospectus Prospectus or for additional information; (Bii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding proceedings for such purpose; or (Div) any event or circumstance that necessitates the making of any changes in the Registration Statement or the Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that that, in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission omit 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, in each case, during the Registration Period, then the Company shall deliver a certificate in writing to the Purchasers Manager (the a “Suspension Notice”) to the effect of the foregoing (which notice Suspension Notice will not disclose the content of any material non-public information and will indicate the date dates of the beginning and the end of the intended period of suspension, if known), ) and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Manager shall refrain, and shall cause the Trust to refrain, from selling any Registrable Shares covered by pursuant to the Registration Statement or using the Prospectus or any supplement thereto (a “Suspension”) until the Purchasers’ receipt of Manager has received copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are Manager is advised in writing by the Company that the current Prospectus or supplement thereto may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the availability for use of the Registration Statement and the Prospectus so suspended to be resumed as soon as reasonably possible after delivery of a Suspension Notice to the PurchasersManager. Any Suspension and Suspension Notice described in this Section 2(d) shall be held in confidence and not disclosed by the Manager, except as required by law. (ive) Provided that a Suspension is not then In order to enforce the covenants of the Manager set forth in effectSections 2(c) and (d) above, the Purchasers Company may impose stop transfer instructions with respect to the sale of Registrable Shares by the Trust until the end of the applicable suspension period. (f) If so directed by the Company, the Manager shall deliver to the Company all physical copies of the Prospectus and any supplements thereto in its possession at the time of receipt by the Manager of any Suspension Event Notice or Suspension Notice. (g) The Manager may sell Registrable Shares under the Registration Statement, ; provided that (i) neither a Suspension nor an Event Suspension is then in effect, (ii) the selling Purchaser Manager sells in accordance with the plan of distribution in the Prospectus and (iii) the Manager arranges for delivery of a current Prospectus (as supplemented) to the any transferee of receiving such Registrable Shares to in compliance with the extent such prospectus delivery is required by applicable lawrequirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree Each Purchaser agrees that they it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (A) the Registration Statement, (B) Rule 144 of the Securities Act or another available (C) any other exemption from, or in a transaction not subject to, the from registration requirements of under the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effectAct, the substance of which shall be reasonably acceptable to the Company and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if upon the Company shall furnish to happening of any pending corporate development, public filing with the Purchasers a certificate signed by SEC or similar event, that, in the President or Chief Executive Officer judgment of the Company stating that the Board of Directors Board, renders it advisable to suspend use of the Company has made a good faith determination Prospectus or upon the advice of counsel (i) that the continued use request by the Purchasers an underwriter in connection with an underwritten public offering of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto would requireCompany’s securities, 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not more than two (2) occasions for not more than 30 forty five (45) days on each such occasion, suspend use of the Prospectus, on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Registrable Shares under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in this Section 5(d)(ii5(c)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. Suspensions pursuant to this Section 5(c)(ii) shall be subject to the penalty provisions of Section 5(b)(ii) above to the extent that they exceed the Cure Period or aggregate number of permissible suspension days set forth in this Section 5(c)(ii). (iii) Subject to paragraph (iv) below, in the event of: (A1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (B2) 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; , (C3) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; purpose or (D4) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Shares covered by to the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(c)(iii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. Suspensions pursuant to this Section 5(c)(iii) shall be subject to the penalty provisions of Section 5(b)(ii) above to the extent that they exceed the Cure Period or aggregate number of permissible suspension days set forth in Section 5(c)(ii) above. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (v) The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) The Purchasers agree that they will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to either (Ai) the Registration Statement, Statement referred to in Section 5(a) or (Bii) Rule 144 of the Securities Act or another available exemption from144, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably acceptable to the Company and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Purchaser or its plan of distribution to the extent required by applicable law. The Company will prepare and file any required prospectus supplement under Rule 424(b)(3) or post-effective amendment under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders or the plan of distribution thereunder. (ii) In addition to any suspension rights under paragraph (iii) below, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made a good faith determination upon the advice of counsel (i) that the continued use by the Purchasers of the Registration Statement for purposes of effecting offers or sales of Purchased Shares and Underlying Shares pursuant hereto 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 and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction, then the Company may, on not upon the happening of any event, that, in the judgment of Company's board of directors, renders it advisable to suspend use of the prospectus for no more than two occasions for not more than 30 ninety (90) days on each such occasionin the aggregate in any twelve (12) month period of time due to pending corporate developments, public filings with the SEC or similar events, suspend use of the Prospectus, prospectus on written notice to each Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Purchaser shall discontinue disposition of Registrable Shares covered by the Registration Statement or Prospectus prospectus until copies of a supplemented or amended Prospectus prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales the use of Registrable Shares under the applicable Prospectus prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusresumed. The suspension and notice thereof described in this Section 5(d)(ii5(b)(ii) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (iii) Subject to paragraph (iv) below, in the event of: (Ai) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; , (Bii) 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; , (Ciii) 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 Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or , (Div) any event or circumstance that which necessitates the making of any changes in the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the 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 Prospectusprospectus, 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 deliver a certificate in writing to the Purchasers (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of refrain from selling any Registrable Shares covered by pursuant to the Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until the Purchasers’ ' receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Purchasers are it is advised in writing by the Company that the current Prospectus prospectus may be used, and have has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best commercial efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 5(b)(iii) shall be held in strictest confidence and not disclosed by the Purchasers. (iv) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser arranges for delivery of a current Prospectus prospectus to the transferee of such Registrable Shares. (v) In the event of a sale of Registrable Shares by an Purchaser, such Purchaser must also deliver to the extent such delivery is required by applicable lawCompany's transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Shares may be properly transferred.