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

Transfer of Registrable Shares After Registration; Suspension. (i) Each Holder agrees that 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 (1) a Registration Statement, (2) Rule 144 of the Securities Act or (3) another exemption from registration under the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in a Registration Statement after it is prepared regarding the Holder. (ii) In the event of: (A) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (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 which necessitates the making of any changes in a Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall deliver a certificate in writing to the Holders listed as selling securityholders in the Prospectus (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 Holders will discontinue disposition of Registrable Shares covered by a Registration Statement or Prospectus (a “Suspension”) until the Holders’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders 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 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 Holders.

Transfer of Registrable Shares After Registration; Suspension. (i) Each Holder agrees The Purchasers agree that it 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 (1) a the Registration StatementStatement in the manner described in the “Plan of Distribution” therein, (2) Rule 144 of the Securities Act or (3) another any other exemption from registration under the Securities Act, and that it they will promptly notify the Company of any changes in the information set forth in a the Registration Statement after it is prepared regarding the HolderPurchaser or its plan of distribution to the extent required by applicable law. (ii) In addition to any suspension rights under paragraph (iii) below, upon the happening of any pending corporate development, public filing with the SEC or similar event that, in the good faith judgment of the Board of Directors, renders it advisable to suspend the use of the Prospectus or upon the reasonable request by an underwriter in connection with an underwritten public offering of the Company’s securities, the Company may 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 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. Any such suspension under this paragraph (ii) shall not exceed sixty (60) days in any one hundred-eighty (180) day period or ninety (90) days in any twelve-month period. The suspension and notice thereof described in this Section 5(c)(ii) shall be held by each Purchaser in strictest confidence and shall not be disclosed by such 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 a Registration Statement Period for amendments or supplements to a Registration Statement or related Prospectus 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 which necessitates the making of any changes in a the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus 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 Holders Purchasers will discontinue disposition of Registrable Shares covered by a to the Registration Statement or Prospectus (a “Suspension”) until the HoldersPurchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders 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 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 HoldersPurchasers. 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. (a) The Manager agrees that (i) Each Holder agrees that 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 pursuant to (1) a Registration Statement, (2) Rule 144 of the Securities Act or (3y) another exemption from registration under 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 that (y), pursuant to either the Registration Statement or Rule 144, and (ii) it will promptly notify the Company of any changes in the information set forth in a the Registration Statement after it is prepared regarding the HolderManager or the intended plan of distribution of the Registrable 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 500,000 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 Section 2(d) below, the Company may, 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 90 days upon written notice (a “Suspension Event Notice”) to the Manager (which Suspension Event Notice will not disclose the content of any material non-public information and will indicate the dates of the beginning and the end of the intended suspension, if known), in which case the Manager, upon receipt of such Suspension Event Notice, shall 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 any supplement thereto (an “Event Suspension”) until copies of a supplemented or amended Prospectus 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 the use of the Prospectus or supplement thereto may be resumed; provided that such right to suspend the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus or supplement thereto shall not be exercised by the Company for more than 120 days in any 12-month period. Any Event Suspension and Suspension Event Notice described in this Section 2(c) shall be held in confidence and not disclosed by the Manager, except as required by law. (d) Subject to Section 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 a Registration Statement for amendments or supplements to a the 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 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 which that necessitates the making of any changes in a the Registration Statement or the Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus 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 Holders will discontinue disposition of Manager shall refrain, and shall cause the Trust to refrain, from selling any Registrable Shares covered by a pursuant to the Registration Statement or using the Prospectus or any supplement thereto (a “Suspension”) until the Holders’ receipt of Manager has received copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders 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 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 HoldersManager. 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. (e) In order to enforce the covenants of the Manager set forth in Sections 2(c) and (d) 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. (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 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 any transferee receiving such Registrable Shares in compliance with the prospectus delivery requirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (i) Each Holder of Alonim and each of its Affiliates agrees that it will not offer to sell or make effect any sale, assignment, pledge, hypothecation or other transfer with respect to disposition of the Registrable Shares that would constitute a sale within the meaning of the Securities Act except pursuant to (1) a Registration Statement, (2) Rule 144 of the Securities Act or (3) another exemption from registration under the Securities ActRegistration Statement referred to in Section 4(a) above except as contemplated in such Registration Statement and as described herein or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in a the Registration Statement after it is prepared regarding Alonim and its Affiliates or its plan of distribution; provided, however, that nothing in this section shall in any way limit Alonim's and its Affiliates' ability to transfer or otherwise dispose of any of the HolderSecurities as permitted by any other section of this Agreement and applicable law. (ii) Except in the event that paragraph (iii) below applies, the Company shall (A) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other 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 Registrable Shares being sold thereunder, such Prospectus 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, in light of the circumstances under which they were made, not misleading; (B) provide Alonim copies of any documents filed pursuant to Section 4(c)(ii); and (C) inform Alonim that the Company has complied with its obligations in Section 4(c)(ii) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify Alonim to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify Alonim pursuant to Section 4(c)(ii) hereof when the amendment has become effective). (iii) In the event of: (A) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of a the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information, ; (B) 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, ; (C) 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 (D) of any event or circumstance which necessitates in the good faith judgment of the Company's Board of Directors, upon advice of counsel, would necessitate the making of any changes in a the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 shall, deliver a certificate in writing to the Holders listed as selling securityholders in the Prospectus Alonim (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 Holders Alonim and its Affiliates will discontinue disposition of refrain from selling any Registrable Shares covered by a pursuant to the Registration Statement or Prospectus (a “"Suspension”") until the Holders’ Alonim's and its Affiliates receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders it is or they are 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 efforts to cause the use of the Prospectus so suspended to be resumed as soon expeditiously as possible practicable after the delivery of a Suspension Notice to Alonim. (iv) Provided that a Suspension is not then in effect, Alonim and its Affiliates may sell Registrable Shares under the HoldersRegistration Statement, provided that it arranges or they arrange for delivery of a current Prospectus to the transferee of such Registrable Shares.

Transfer of Registrable Shares After Registration; Suspension. (ia) Each Holder agrees that 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 (1) a Registration Statement, (2) Rule 144 of the Securities Act or (3) another exemption from registration under the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in a Registration Statement after it is prepared regarding the Holder[INTENTIONALLY OMITTED]. (iib) In addition to any suspension rights under paragraph (c) below, the Company may, 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 sixty (60) days in 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 on written notice to each 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 suspension, if known), in which case Trust 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 Trust or until the Trust is advised in writing by the Company that the use of the applicable prospectus may be resumed. (c) Subject to paragraph (d) 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 a 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 which necessitates the making of any changes in a the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus 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 Holders Trust will discontinue disposition of refrain from selling any Registrable Shares covered by a pursuant to the Registration Statement or Prospectus (a “"Suspension”") until the Holders’ Trust's receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Holders 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 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 HoldersInvestors. (d) Provided that a Suspension is not then in effect, the Trust may sell Registrable Shares under the Registration Statement, provided that the Trust arranges for delivery of a current 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 required by Rule 144 under the Securities Act for a period of three (3) years after the Transfer.

Transfer of Registrable Shares After Registration; Suspension. (i) Each Holder agrees that 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 (1) a Registration Statement, (2) Rule 144 of the Securities Act or (3) another exemption from registration under the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in a Registration Statement after it is prepared regarding the Holder. (ii) In the event of: (A) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (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 which necessitates the making of any changes in a the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus Purchaser (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 Holders Purchaser will discontinue disposition of Registrable Shares covered by a the Registration Statement or Prospectus (a “Suspension”) until the Holders’ Purchaser’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders are Purchaser is 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 HoldersPurchaser. (ii) The Company will cooperate to facilitate the timely preparation and delivery of certificates representing Registrable Shares sold.

Transfer of Registrable Shares After Registration; Suspension. (i) Each Holder Purchaser agrees that 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 (1) a the Registration Statement, (2) Rule 144 of the Securities Act or (3) another exemption from registration under the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in a the Registration Statement after it is prepared regarding the HolderPurchaser or its plan of distribution to the extent required by applicable law. (ii) In the event of: (A) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of a 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 which necessitates the making of any changes in a the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus 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 Holders Purchasers will discontinue disposition of Registrable Shares covered by a the Registration Statement or Prospectus (a “Suspension”) until the HoldersPurchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders 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 HoldersPurchasers. (iii) 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) Each Holder Purchaser agrees that 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 (1the Registration Statement referred to in Section 5(a) a Registration Statement, (2) Rule 144 of the Securities Act or (3) another pursuant to an exemption from the registration requirements under the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in a the Registration Statement after it is prepared regarding the HolderPurchaser or its plan of distribution to the extent required by applicable law. (ii) In 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 a 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 which in the reasonable good faith judgment of the Company’s board of directors necessitates the making of any changes in a the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus each Purchaser (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 Holders each Purchaser will discontinue disposition of refrain from selling any Registrable Shares covered by a pursuant to the Registration Statement or Prospectus (a “Suspension”) until the Holders’ such Purchaser’s receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Holders 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 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 HoldersPurchasers. Each Purchaser agrees that the Suspension and Suspension Notice described in this Section 5(b)(ii) shall be held by them in strictest confidence and not be disclosed by such Purchaser unless authorized by the Company in writing, except to the extent publicly known or as required by applicable law. In addition to any suspension rights under paragraph (ii) above, and subject to paragraph (iv) below, the Company may, upon the happening of any event, that, in the reasonable good faith judgment of Company’s Chief Executive Officer and board of directors, renders it advisable to suspend use of the prospectus for no more than sixty (60) days in the aggregate in any twelve (12) month period of time due to pending corporate developments, public filings with the SEC or similar events, and upon delivery of a Suspension Notice, effect a Suspension 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 the use of the applicable prospectus may be resumed. If the Company suspends the use of the prospectus for more than sixty (60) days in the aggregate in any twelve (12) month period of time, then the Company shall pay to each holder of Registrable Shares an amount in cash equal to 1% of the aggregate purchase price paid by each Purchaser for the Notes for the first thirty (30) days (or portion thereof) after the sixty day period and 1% of the aggregate purchase price paid by each Purchaser for the Notes for every thirty (30) day period (or portion thereof) thereafter. Each Purchaser agrees that the Suspension and Suspension Notice described in this Section 5(b)(iii) shall be held by them in strictest confidence and not be disclosed by such Purchaser unless authorized by the Company in writing, except to the extent publicly known or required by applicable law. (iii) Provided that a Suspension is not then in effect, the Purchasers may sell Registrable Shares under the Registration Statement, provided that the selling Purchaser complies with the prospectus delivery requirements of the Securities Act. (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 in the form of Exhibit C, so that ownership of the Registrable Shares may be properly transferred and any restrictive legend properly removed. (v) 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 required by Rule 144 under the Securities Act for a period of four (4) years after the Closing Date. The Company covenants that it will use its reasonable best efforts to maintain the quotation of its Common Stock on the OTCBB or such other securities trading system or exchange reasonably acceptable to a majority in interest of the Purchasers at all times relevant to this Agreement.

Transfer of Registrable Shares After Registration; Suspension. (ia) Each Holder The Manager agrees that 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 (1i) a the Registration StatementStatement referred to in Section 1.1, (2ii) Rule 144 of under the Securities Act or any successor rule thereto (3as such rule may be amended from time to time, “Rule 144”), or (iii) another pursuant to an applicable exemption from to registration under the Securities Act, applicable federal and state securities laws and that it will promptly notify the Company of any changes in the information set forth in a the Registration Statement after it is prepared regarding the HolderManager or the intended plan of distribution of the Registrable Shares to the extent required by applicable securities laws. (iib) The Manager and the Company agree that the Registrable Shares may be sold in one or more privately-negotiated block trades. (c) In addition to any suspension rights under paragraph (d) below, the Company may, 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 ninety (90) days on written notice to 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 suspension, if known), in which case 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 Manager or until the Manager is advised in writing by the Company that the disposition of Registrable Shares covered by the Registration Statement or use of the applicable Prospectus may be 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 twenty (120) days in any twelve-month period. The suspension and notice thereof described in this Section 1.2(c) shall be held in confidence and not disclosed by the Manager, except as required by law. (d) Subject to paragraph (e) 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 a 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 proceedings for such purpose, ; or (Div) any event or circumstance which that necessitates the making of any changes in a the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus 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, and upon receipt of such Suspension Notice, the Holders Manager will discontinue disposition of refrain (or cause the Trust to refrain) from selling any Registrable Shares covered by a pursuant to the Registration Statement or Prospectus (a “Suspension”) until the Holders’ Manager’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders 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 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 HoldersManager. 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. (e) The Manager may sell Registrable Shares under the Registration Statement provided that neither a Suspension nor a suspended disposition under Section 1.2(c) hereof is then in effect, the Manager sells in accordance with the plan of distribution in the Prospectus, and the Manager arranges for delivery of a current Prospectus to any transferee receiving such Registrable Shares in compliance with the Prospectus delivery requirements of the Securities Act.

Transfer of Registrable Shares After Registration; Suspension. (a) The Manager agrees that (i) Each Holder agrees that it will not (and it will not direct the Trustee 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 Act, except pursuant to (1) a either the Registration Statement, (2) Statement or Rule 144 of the Securities Act or (3) another exemption from registration under the Securities Act, and that (ii) it will promptly notify the Company of any changes in the information set forth in a the Registration Statement after it is prepared regarding the HolderManager or the intended plan of distribution of the Registrable 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 100,000 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 Section 2(d) below, the Company may, 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 90 days upon written notice (a “Suspension Event Notice”) to the Manager (which Suspension Event Notice will not disclose the content of any material non-public information and will indicate the dates of the beginning and the end of the intended suspension, if known), in which case 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 and the use of any applicable Prospectus or any supplement thereto (an “Event Suspension”) until copies of a supplemented or amended Prospectus 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 the use of the Prospectus or supplement thereto may be resumed; provided that such right to suspend the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus or supplement thereto shall not be exercised by the Company for more than 120 days in any 12-month period. Any Event Suspension and Suspension Event Notice described in this Section 2(c) shall be held in confidence and not disclosed by the Manager, except as required by law. (d) Subject to Section 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 a Registration Statement for amendments or supplements to a the 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 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 which that necessitates the making of any changes in a the Registration Statement or the Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus 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 Holders will discontinue disposition of Manager shall refrain (and cause the Trust to refrain) from selling any Registrable Shares covered by a pursuant to the Registration Statement or using the Prospectus or any supplement thereto (a “Suspension”) until the Holders’ receipt of Manager has received copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders 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 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 HoldersManager. 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. (e) In order to enforce the covenants of the Manager set forth in Sections 2(c) and (d) 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. (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.

Transfer of Registrable Shares After Registration; Suspension. (iA) Each Holder The Investor agrees that 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 (1) a Registration Statement, (2) Rule 144 of an effective registration statement under the Securities Act or pursuant to an available exemption therefrom. (3B) another exemption from registration In addition to any suspension rights under subsection (c) below, if (i) an event has occurred and is continuing as a result of which any such Registration Statement or Prospectus would, in the Securities ActCompany's reasonable judgment, and that it will promptly notify 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 or (ii) if the Company notifies the Investor that any filing of any changes in the information set forth Registration Statement pursuant to this Agreement, any filing of any amendment thereto, any furnishing of any supplement to a Prospectus included in a Registration Statement after it is prepared regarding pursuant to Section 6.1(g) hereof, any other filing with the HolderSEC, the effectiveness of any Registration Statement or other filing with the SEC, or any similar action would, in the good faith judgment of outside counsel to the Company, require the disclosure of material non-public information which the Company has a bona fide business purpose for preserving as confidential and which the Company would not otherwise be required to disclose, then the Company may, on not more than two (2) non-consecutive occasions for not more than thirty (30) days on each such occasion, (x) refrain from filing any Registration Statement pursuant to this Agreement, filing any amendment thereto, furnishing any supplement to a Prospectus included in a Registration Statement pursuant to Section 6.1(g) hereof, making any other filing with the SEC otherwise required by this Agreement, causing the effectiveness of any Registration Statement or other filing with the SEC, or taking any similar action and (y) suspend use of the Prospectus, on written notice to the 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 the Investor 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 Investor or until the Investor 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 clause (y) of this subsection (b) shall be held in strictest confidence and shall not be disclosed by the Investor. (iiC) In Subject to subsection (d) 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 a the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus 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 suspending 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 which necessitates the making of any changes in a the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus Investor (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 Holders Investor will discontinue disposition of Registrable Shares covered by a to the Registration Statement or Prospectus (a “"Suspension”") until the Holders’ Investor's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders Investor 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 HoldersInvestor. (D) Provided that a suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that the selling Investor arranges for delivery of a current Prospectus to the transferee of such Registrable Shares to the extent such delivery is required by applicable law. (E) In the event of a sale of Registrable Shares by the Investor, the Investor 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. (F) For the purpose of determining the Registration Period pursuant to Section 6.1, the occurrence of any Suspension pursuant to subsection (c) or the non-effectiveness of the Registration Statement during any period during which such effectiveness is required pursuant to the terms of Section 6.1 (a) shall cause the second anniversary of the effective date of the Registration Statement to be deemed extended by a number of days equivalent to the duration of any Suspension or the number of days of such non-effectiveness.

Transfer of Registrable Shares After Registration; Suspension. (i) Each Holder Purchaser agrees that 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 (1the Registration Statement referred to in Section 5(a) a Registration Statement, (2) Rule 144 of the Securities Act or (3) another pursuant to an exemption from the registration requirements under the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in a the Registration Statement after it is prepared regarding the HolderPurchaser or its plan of distribution to the extent required by applicable law. (ii) In 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 a 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 which in the reasonable good faith judgment of the Company's board of directors necessitates the making of any changes in a the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus each Purchaser (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 Holders each Purchaser will discontinue disposition of refrain from selling any Registrable Shares covered by a pursuant to the Registration Statement or Prospectus (a “"Suspension”") until the Holders’ such Purchaser's receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until the Holders 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 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 HoldersPurchasers. Each Purchaser agrees that the Suspension and Suspension Notice described in this Section 5(b)(ii) shall be held by them in strictest confidence and not be disclosed by such Purchaser unless authorized by the Company in writing, except to the extent publicly known or as required by applicable law. (iii) In addition to any suspension rights under paragraph (ii) above, and subject to paragraph (iv) below, the Company may, upon the happening of any event, that, in the reasonable good faith judgment of Company's Chief Executive Officer and board of directors, renders it advisable to suspend use of the prospectus for no more than sixty (60) days in the aggregate in any twelve (12) month period of time due to pending corporate developments, public filings with the SEC or similar events, and upon delivery of a Suspension Notice, effect a Suspension 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 the use of the applicable prospectus may be resumed. Each Purchaser agrees that the Suspension and Suspension Notice described in this Section 5(b)(iii) shall be held by them in strictest confidence and not be disclosed by such Purchaser unless authorized by the Company in writing, except to the extent publicly known or required by applicable law. (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 complies with the prospectus delivery requirements of the Securities Act. (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 in the form of Exhibit D, so that ownership of the Registrable Shares may be properly transferred and any restrictive legend properly removed. (vi) 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 required by Rule 144 under the Securities Act for a period of five (5) years after the Closing Date. The Company covenants that it will use its reasonable best efforts to maintain the listing of its Common Stock on the Nasdaq Stock Market at all times relevant to this agreement.

Transfer of Registrable Shares After Registration; Suspension. (a) The Manager agrees that (i) Each Holder agrees that it will not (and it will not direct the Trustee 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 Act, except pursuant to (1) a either the Registration Statement, (2) Statement or Rule 144 of the Securities Act or (3) another exemption from registration under the Securities Act, and that (ii) it will promptly notify the Company of any changes in the information set forth in a the Registration Statement after it is prepared regarding the HolderManager or the intended plan of distribution of the Registrable 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 100,000 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 Section 2(d) below, the Company may, 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 90 days upon written notice (a “Suspension Event Notice”) to the Manager (which Suspension Event Notice will not disclose the content of any material non-public information and will indicate the dates of the beginning and the end of the intended suspension, if known), in which case 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 and the use of any applicable Prospectus or any supplement thereto (an “Event Suspension”) until copies of a supplemented or amended Prospectus 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 the use of the Prospectus or supplement thereto may be resumed; provided that such right to suspend the disposition of Registrable Shares covered by the Registration Statement or the use of the Prospectus or supplement thereto shall not be exercised by the Company for more than 120 days in any 12-month period. Any Event Suspension and Suspension Event Notice described in this Section 2(c) shall be held in confidence and not disclosed by the Manager, except as required by law. (d) Subject to Section 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 a Registration Statement for amendments or supplements to a the 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 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 which that necessitates the making of any changes in a the Registration Statement or the Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a 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 Holders listed as selling securityholders in the Prospectus 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 Holders will discontinue disposition of Manager shall refrain (and cause the Trust to refrain) from selling any Registrable Shares covered by a pursuant to the Registration Statement or using the Prospectus or any supplement thereto (a “Suspension”) until the Holders’ receipt of Manager has received copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Holders 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 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 HoldersManager. 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. (e) In order to enforce the covenants of the Manager set forth in Sections 2(c) and (d) 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. (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 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 any transferee receiving such Registrable Shares in compliance with the prospectus delivery requirements of the Securities Act. (h) The Manager shall not use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of the Registrable Shares without the prior written consent of the Company.