Common use of Transfer of Securities After Registration; Suspension Clause in Contracts

Transfer of Securities After Registration; Suspension. (a) Each of the Investor agrees that it will not effect any disposition of the Securities or its right to purchase the Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company will (i) if deemed necessary by the Company, 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 the 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 Shares being sold thereunder, the 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 the light of the circumstances under which they were made, not misleading, (ii) provide to the Investors copies of any documents filed pursuant to Section 6.2(b)(i), and (iii) inform each Investor that the Company has complied with its obligations in Section 6.2(b)(i) (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 the Investors 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 the Investors when the amendment has become effective). (c) Subject to paragraph (d) below, in the event (i) of 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 the Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (iv) of any event or circumstance which, upon the advice of its counsel, 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 will deliver a certificate in writing to the Investors (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investors will refrain from selling any Shares pursuant to the Registration Statement (a "Suspension") until the Investors receive copies of a supplemented or amended prospectus prepared and filed by the Company, or until the Investors 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 best efforts to cause the use of the prospectus so suspended to be resumed within twenty (20) business days after the delivery of a Suspension Notice to the Investors. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the Investors, the Investors will be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 6.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 6.2, the Investors will not be prohibited from selling Shares under the Registration Statement as a result of Suspensions on more than three occasions of not more than twenty (20) days each in any twelve-month period, unless, in the good faith judgment of the Company's Board of Directors, upon the written advice of counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 6.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the Company. (e) Provided that a Suspension is not then in effect, the Investors may sell Shares under the Registration Statement, provided that they comply with all applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current prospectuses to the Investors and to supply copies to any other parties requiring such prospectuses. (f) In the event of a sale of Shares by an Investor pursuant to the Registration Statement, the Investor shall 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 C, and its certificate evidencing the Shares, so that the Shares may be properly transferred.

Transfer of Securities After Registration; Suspension. (a) Each of the The Investor agrees that it will not effect any disposition of the Securities Shares, Warrants, or Warrant Shares or its right to purchase the Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 6.1 and as described below or as otherwise permitted by lawbelow, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company will shall: (i) if deemed necessary by the Company, 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 Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the 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 Shares Securities being sold thereunder, the prospectus 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 the light of the circumstances under which they were made, not misleading, ; (ii) provide to the Investors Investor copies of any documents filed pursuant to Section 6.2(b)(i), ; and (iii) upon request, inform each Investor who so requests that the Company has complied with its obligations in Section 6.2(b)(i) (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 the Investors Investor 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 the Investors Investor pursuant to Section 6.2(b)(i) hereof when the amendment has become effective). (c) Subject to paragraph (d) below, in the event event: (i) of 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 the a Registration Statement or related prospectus Prospectus or for additional information, ; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, ; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares or Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, ; or (iv) of any event or circumstance which, upon the advice of its counsel, 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 will shall promptly deliver a certificate in writing to the Investors Investor (the "“Suspension Notice"”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investors Investor will refrain from selling any Shares or Warrant Shares pursuant to the Registration Statement (a "“Suspension"”) until the Investors receive Investor’s receipt of copies of a supplemented or amended prospectus Prospectus prepared and filed by the Company, or until the Investors 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 prospectusProspectus. In the event of any Suspension, the Company will use its best reasonable efforts to cause the use of the prospectus Prospectus so suspended to be resumed within twenty (20) business 30 days after the delivery of a Suspension Notice Notice, to the Investors. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the InvestorsInvestor, the Investors will Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 6.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 6.2, the Investors will Company shall use its best efforts to ensure that the Investor shall not be prohibited from selling Shares or Warrant Shares under the Registration Statement as a result of Suspensions on more than three occasions one occasion of not more than twenty 30 days in any twelve month period. If a Suspension is in effect for more than 30 days (20consecutive or non-consecutive) days each in any twelve-month period, unlessthe Company shall, on the 31st day of the Suspension and each 30th day thereafter, issue to the Investor .01 additional shares of Common Stock (which shall be deemed to be Securities), for every Share purchased in the good faith judgment Offering (exclusive of the Company's Board of Directors, upon Warrant Shares) until the written advice of counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 6.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the CompanySuspension is lifted. (e) Provided that a Suspension is not then in effect, effect the Investors Investor may sell Shares under the Registration Statement, provided that they comply with all applicable prospectus it arranges for delivery requirementsof a current Prospectus to the transferee of such Shares or Warrant Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, will provide an adequate number of current prospectuses Prospectuses to the Investors Investor and to supply copies to any other parties requiring such prospectusesProspectuses. (f) In the event of a sale of Shares or Warrant Shares by an Investor pursuant to the Registration StatementInvestor, unless such requirement is waived by the Company in writing, the Investor shall must also deliver to the Company's ’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit C, and its certificate evidencing the Shares, so that the Shares shares may be properly transferred.

Transfer of Securities After Registration; Suspension. (a) Each of the The Investor agrees that it will not effect any disposition of the Securities Shares, Warrants, or Warrant Shares or its right to purchase the Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 6.1 and as described below or as otherwise permitted by lawbelow, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company will shall: (i) if deemed necessary by the Company, 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 Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the 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 Investors of the Shares Securities being sold thereunder, the prospectus 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 the light of the circumstances under which they were made, not misleading, ; (ii) provide to the Investors Investor copies of any documents filed pursuant to Section 6.2(b)(i), ; and (iii) upon request, inform each Investor who so requests that the Company has complied with its obligations in Section 6.2(b)(i) (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 the Investors Investor 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 the Investors Investor pursuant to Section 6.2(b)(i) hereof when the amendment has become effective). (c) Subject to paragraph (d) below, in the event event: (i) of 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 the a Registration Statement or related prospectus Prospectus or for additional information, ; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, ; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares or Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, ; or (iv) of any event or circumstance which, upon the advice of its counsel, 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 will shall promptly deliver a certificate in writing to the Investors Investor (the "“Suspension Notice"”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investors Investor will refrain from selling any Shares or Warrant Shares pursuant to the Registration Statement (a "“Suspension"”) until the Investors receive Investor’s receipt of copies of a supplemented or amended prospectus Prospectus prepared and filed by the Company, or until the Investors 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 prospectusProspectus. In the event of any Suspension, the Company will use its best reasonable efforts to cause the use of the prospectus Prospectus so suspended to be resumed within twenty (20) business 30 days after the delivery of a Suspension Notice Notice, to the Investors; but in no event will the aggregate number of days of Suspension in any 12 month period exceed 60 days. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the InvestorsInvestor, the Investors will Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 6.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 6.2, the Investors will Company shall use its best efforts to ensure that the Investor shall not be prohibited from selling Shares or Warrant Shares under the Registration Statement as a result of Suspensions on more than three occasions one occasion of not more than twenty 30 days in any twelve month period. If a Suspension is in effect for more than 30 days (20consecutive or non-consecutive) days each in any twelve-month period, unlessthe Company shall, on the 31st day of the Suspension and each 30th day thereafter, issue to the Investor .01 additional shares of Common Stock (which shall be deemed to be Securities), for every Share purchased in the good faith judgment Offering (exclusive of the Company's Board of Directors, upon Warrant Shares) until the written advice of counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 6.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the CompanySuspension is lifted. (e) Provided that a Suspension is not then in effect, effect the Investors Investor may sell Shares under the Registration Statement, provided that they comply with all applicable prospectus it arranges for delivery requirementsof a current Prospectus to the transferee of such Shares or Warrant Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, will provide an adequate number of current prospectuses Prospectuses to the Investors Investor and to supply copies to any other parties requiring such prospectusesProspectuses. (f) In Neither the event Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in a sale Registration Statement other than the Registrable Securities without the Investors’ consent. No Person has any right to cause the Company to effect the registration under the Securities Act of Shares by an Investor pursuant to the Registration Statement, the Investor shall deliver to any securities of the Company's transfer agent, with a copy to . The Company shall not file any other registration statement until after the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit C, and its certificate evidencing the Shares, so that the Shares may be properly transferredEffective Date.

Transfer of Securities After Registration; Suspension. (a) Each of the The Investor agrees that it will not effect any disposition Disposition of the Securities or Registrable Securities or its right to purchase the Securities or Registrable Securities that would constitute a sale within the meaning of the Securities Act Act, other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 6.1 and as described below or as otherwise permitted by lawbelow, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company will shall: (i) if deemed necessary by the Company, 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 Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the 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 Shares Registrable Securities being sold thereunder, the prospectus 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 the light of the circumstances under which they were made, not misleading, ; (ii) provide to the Investors Investor copies of any documents filed pursuant to Section 6.2(b)(i), ; and (iii) upon request, inform each Investor who so requests that the Company has complied with its obligations in Section 6.2(b)(i) (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 the Investors Investor to that effect, will use its best reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Investors Investor pursuant to Section 6.2(b)(i) hereof when the amendment has become effective). (c) Subject to paragraph (d) below, in the event event: (i) of 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 the a Registration Statement or related prospectus Prospectus or for additional information, ; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, ; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, ; or (iv) of any event or circumstance which, upon the advice of its counsel, 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 will shall promptly deliver a certificate in writing to the Investors Investor (the "Suspension NoticeSUSPENSION NOTICE") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investors Investor will refrain from selling any Shares Registrable Securities pursuant to the Registration Statement (a "SuspensionSUSPENSION") until the Investors receive Investor's receipt of copies of a supplemented or amended prospectus Prospectus prepared and filed by the Company, or until the Investors 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 prospectusProspectus. In the event of any Suspension, the Company will use its best reasonable efforts to cause the use of the prospectus Prospectus so suspended to be resumed as soon as reasonably practicable within twenty (20) business 30 days after the delivery of a Suspension Notice to the Investors. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the InvestorsInvestor, the Investors will Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 6.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 6.2, the Investors will Investor shall not be prohibited from selling Shares Registrable Securities under the Registration Statement as a result of Suspensions on more than three two occasions of not more than twenty (20) 30 days each in any twelve-twelve month period, unless, in the good faith judgment and any such Suspension must be separated by a period of the Company's Board of Directors, upon the written advice of counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 6.2(dat least thirty (30) would be reasonably likely to cause days from a violation of the Securities Act or the Exchange Act and result in liability to the Companyprior Suspension. (e) Provided that a Suspension is not then in effect, effect the Investors Investor may sell Shares Registrable Securities under the Registration Statement, provided that they comply with all applicable prospectus it arranges for delivery requirementsof a current Prospectus to the transferee of such Registrable Securities. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, will provide an adequate number of current prospectuses Prospectuses to the Investors Investor and to supply copies to any other parties requiring such prospectusesProspectuses. (f) In the event of a sale of Shares Registrable Securities by an Investor pursuant to the Registration StatementInvestor, unless such requirement is waived by the Company in writing, the Investor shall 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 C, and its certificate evidencing the Shares, so that the Shares shares may be properly transferred.

Transfer of Securities After Registration; Suspension. (a) Each of the The Investor agrees that it will not effect any disposition of the Securities or its right to purchase the Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company will shall (i) if deemed necessary by the Company, 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 Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the 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 Shares Securities being sold thereunder, the prospectus 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 the light of the circumstances under which they were made, not misleading, ; (ii) provide to the Investors Investor copies of any documents filed pursuant to Section 6.2(b)(i7.2(b)(i), ; and (iii) inform each Investor that the Company has complied with its obligations in Section 6.2(b)(i7.2(b)(i) (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 the Investors Investor 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 the Investors Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become effective). (c) Subject to paragraph (d) below, in the event (i) of 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 the a Registration Statement or related prospectus Prospectus or for additional information, ; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, ; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, ; or (iv) of any event or circumstance which, upon the advice of its counsel, 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 will shall deliver a certificate in writing to the Investors Investor (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investors Investor will refrain from selling any Shares Securities pursuant to the Registration Statement (a "Suspension") until the Investors receive Investor's receipt of copies of a supplemented or amended prospectus Prospectus prepared and filed by the Company, or until the Investors 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 prospectusProspectus. In the event of any Suspension, the Company will use its best efforts to cause the use of the prospectus Prospectus so suspended to be resumed as soon as reasonably practicable within twenty (20) 20 business days after the delivery of a Suspension Notice to the InvestorsInvestor. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the InvestorsInvestor, the Investors will Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 6.2(c7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 6.27.2, the Investors will Investor shall not be prohibited from selling Shares Securities under the Registration Statement as a result of Suspensions on for more than three occasions of not more than twenty (20) days each 45 Trading Days in any twelve-twelve month period, unless, in the good faith judgment of the Company's Board of Directors, upon the written advice opinion of counsel, the sale of Shares Securities under the Registration Statement in reliance on this paragraph 6.2(d7.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the Company. (e) Provided that a Suspension is not then in effect, the Investors Investor may sell Shares Securities under the Registration Statement, provided that they comply with all applicable prospectus it arranges for delivery requirementsof a current Prospectus to the transferee of such Securities. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, provide an adequate number of current prospectuses Prospectuses to the Investors Investor and to supply copies to any other parties requiring such prospectusesProspectuses. (f) In the event of a sale of Shares Securities by an the Investor pursuant to the Registration Statement, the Investor shall 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 C, and its certificate evidencing the SharesA, so that the Shares Securities may be properly transferred.

Transfer of Securities After Registration; Suspension. (a) Each of the The Investor agrees that it will not effect any disposition Disposition of the Securities or Registrable Securities or its right to purchase the Securities or Registrable Securities that would constitute a sale within the meaning of the Securities Act Act, other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 6.1 and as described below or as otherwise permitted by lawbelow, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company will shall: (i) if deemed necessary by the Company, 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 Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the 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 Shares Registrable Securities being sold thereunder, the prospectus 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 the light of the circumstances under which they were made, not misleading, ; (ii) provide to the Investors Investor copies of any documents filed pursuant to Section 6.2(b)(i), ; and (iii) upon request, inform each Investor who so requests that the Company has complied with its obligations in Section 6.2(b)(i) (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 the Investors Investor to that effect, will use its best reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Investors Investor pursuant to Section 6.2(b)(i) hereof when the amendment has become effective). (c) Subject to paragraph (d) below, in the event event: (i) of 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 the a Registration Statement or related prospectus Prospectus or for additional information, ; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, ; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, ; or (iv) of any event or circumstance which, upon the advice of its counsel, 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 will shall promptly deliver a certificate in writing to the Investors Investor (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investors Investor will refrain from selling any Shares Registrable Securities pursuant to the Registration Statement (a "Suspension") until the Investors receive Investor's receipt of copies of a supplemented or amended prospectus Prospectus prepared and filed by the Company, or until the Investors 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 prospectusProspectus. In the event of any Suspension, the Company will use its best reasonable efforts to cause the use of the prospectus Prospectus so suspended to be resumed as soon as reasonably practicable within twenty (20) business 30 days after the delivery of a Suspension Notice to the Investors. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the InvestorsInvestor, the Investors will Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 6.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 6.2, the Investors will Investor shall not be prohibited from selling Shares Registrable Securities under the Registration Statement as a result of Suspensions on more than three two occasions of not more than twenty (20) 30 days each in any twelve-twelve month period, unless, in the good faith judgment and any such Suspension must be separated by a period of the Company's Board of Directors, upon the written advice of counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 6.2(dat least thirty (30) would be reasonably likely to cause days from a violation of the Securities Act or the Exchange Act and result in liability to the Companyprior Suspension. (e) Provided that a Suspension is not then in effect, effect the Investors Investor may sell Shares Registrable Securities under the Registration Statement, provided that they comply with all applicable prospectus it arranges for delivery requirementsof a current Prospectus to the transferee of such Registrable Securities. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, will provide an adequate number of current prospectuses Prospectuses to the Investors Investor and to supply copies to any other parties requiring such prospectusesProspectuses. (f) In the event of a sale of Shares Registrable Securities by an Investor pursuant to the Registration StatementInvestor, unless such requirement is waived by the Company in writing, the Investor shall 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 C, and its certificate evidencing the Shares, so that the Shares shares may be properly transferred.

Transfer of Securities After Registration; Suspension. (a) Each of the The Investor agrees that it will not effect any disposition of the Registrable Securities or its right to purchase the Securities Issued Shares or Warrants that would constitute a sale within the meaning of the Securities Act except as contemplated in the a Registration Statement referred to in Section 7.1 and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) or (d) below applies, the Company will shall (i) if deemed necessary by the Company, 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 Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the 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 Shares Registrable Securities being sold thereunder, the prospectus 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 the light of the circumstances under which they were made, not misleading, ; (ii) provide to the Investors Investor copies of any documents filed pursuant to Section 6.2(b)(i7.2(b)(i), ; and (iii) inform each Investor that the Company has complied with its obligations in Section 6.2(b)(i7.2(b)(i) (or that, if the Company has filed a post-effective amendment to the a Registration Statement which has not yet been declared effective, the Company will notify the Investors Investor 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 the Investors Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become effective). (c) In addition to any suspension rights under paragraph (d) below, upon the happening of any pending corporate development, public filing with the SEC or similar event, that, in the judgment of the Board, renders it advisable to suspend use of the Prospectus or upon the 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 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 is advised in writing by the Company that sales of Registrable Securities 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. Notwithstanding the foregoing, in no event shall such suspension be for a period of more than ninety (90) consecutive days in any twelve month period from the giving of the suspension notice. The suspension and notice thereof described in this Section 7.2(c) shall be held in strictest confidence and shall not be disclosed by the Investor. (d) Subject to paragraph (de) below, in the event (i) of 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 the a Registration Statement or related prospectus Prospectus or for additional information, ; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, ; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, ; or (iv) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the a 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 will deliver shall deliver, via Federal Express or other overnight delivery service, a certificate in writing to the Investors Investor (the "“Suspension Notice"”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investors Investor will refrain from selling any Shares Registrable Securities pursuant to the Registration Statement (a "“Suspension"”) until the Investors receive Investor’s receipt of copies of a supplemented or amended prospectus Prospectus prepared and filed by the Company, or until the Investors 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 prospectusProspectus. In the event of any Suspension, the Company will use its best efforts to cause the use of the prospectus Prospectus so suspended to be resumed as soon as reasonably practicable within twenty (20) business 30 days after the delivery of a Suspension Notice to the InvestorsInvestor. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the InvestorsInvestor, the Investors will Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 6.2(c7.2(c). (de) Notwithstanding the foregoing paragraphs of this Section 6.27.2(d), the Investors will Investor shall not be prohibited from selling Shares Securities under the Registration Statement as a result of Suspensions on for more than three occasions of not 30 days in any twelve month period (the “Restricted Period”); provided that the Company may extend such Restricted Period for more than twenty 30 days (20but in no event for more than 60 days) days each in any twelve-month period, unlessif, in the good faith judgment of the Company's ’s Board of Directors, upon the written advice opinion of counsel, the sale of Shares Registrable Securities under the Registration Statement in reliance on this paragraph 6.2(d7.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the Company, in which case, the Company shall pay the Investor in cash the Registration Penalty as set forth in Section 7.1(s). The Investor hereby covenants not to sell any of the Registrable Securities during any Restricted Period in accordance with this Section. (ef) Provided that a Suspension is not then in effect, the Investors Investor may sell Shares Registrable Securities under the Registration Statement, provided that they comply with all applicable prospectus delivery requirementsStatement or in any other manner permitted by law. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, provide an adequate number of current prospectuses Prospectuses to the Investors Investor and to supply copies to any other parties requiring such prospectusesProspectuses. (f) In the event of a sale of Shares by an Investor pursuant to the Registration Statement, the Investor shall 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 C, and its certificate evidencing the Shares, so that the Shares may be properly transferred.

Transfer of Securities After Registration; Suspension. (a) Each of the The Investor agrees that it will not effect any disposition of the Registrable Securities or its right to purchase the Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company will shall (i) if deemed necessary by the Company, 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 Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the 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 Shares Registrable Securities being sold thereunder, the prospectus 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 the light of the circumstances under which they were made, not misleading, ; (ii) provide to the Investors Investor copies of any documents filed pursuant to Section 6.2(b)(i7.2(b)(i), ; and (iii) inform each Investor that the Company has complied with its obligations in Section 6.2(b)(i7.2(b)(i) (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 the Investors Investor to that effect, will use its best commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Investors Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become effective). (c) Subject to paragraph (d) below, in the event (i) of 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 the a Registration Statement or related prospectus Prospectus or for additional information, ; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, ; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, ; or (iv) of any event or circumstance which, upon the advice of its counsel, 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 will shall deliver a certificate in writing to the Investors Investor (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investors Investor will refrain from selling any Shares Registrable Securities pursuant to the Registration Statement (a "Suspension") until the Investors receive Investor's receipt of copies of a supplemented or amended prospectus Prospectus prepared and filed by the Company, or until the Investors 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 prospectusProspectus. In the event of any Suspension, the Company will use its best commercially reasonable efforts to cause the use of the prospectus Prospectus so suspended to be resumed as soon as reasonably practicable within twenty (20) 20 business days after the delivery of a Suspension Notice to the Investors. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the Investors, the Investors will be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 6.2(c)Investor. (d) Notwithstanding the foregoing paragraphs of this Section 6.27.2, the Investors will Investor shall not be prohibited from selling Shares Registrable Securities under the Registration Statement as a result of Suspensions on for more than three occasions of not more than twenty (20) 45 trading days each in any twelve12-month period, unless, in the good faith judgment of the Company's Board of Directors, upon the written advice of counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 6.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the Company. (e) Provided that a Suspension is not then in effect, the Investors Investor may sell Shares Registrable Securities under the Registration Statement, provided that they comply with all applicable prospectus it arranges for delivery requirementsof a current Prospectus to the transferee of such Securities. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, provide an adequate number of current prospectuses Prospectuses to the Investors Investor and to supply copies to any other parties requiring such prospectusesProspectuses. (f) In the event of a sale of Shares by an Investor pursuant to the Registration Statement, the Investor shall 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 C, and its certificate evidencing the Shares, so that the Shares may be properly transferred.