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

Transfer of Shares After Registration; Suspension. (a) Subject to Section 4.4, the Investors agree that they will not offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right (each, a “Disposition”) with respect to the Securities that would constitute a sale within the meaning of the Securities Act except pursuant to the Registration Statement referred to in Section 4.1, and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Investor or its plan of distribution. (b) In addition to any suspension rights under paragraph (c) below, the Company may, upon the happening of any event, that, in the good faith judgment of Company’s board of directors upon the opinion of counsel, 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, in which case each Investor shall discontinue disposition of Shares or the Warrant Shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to the Investors or until the Investors are 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: (i) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information, (ii) 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) 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 the Warrant Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, (iv) any event or circumstance which necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall deliver a certificate in writing to the 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 or Warrant Shares pursuant to the Registration Statement (a “Suspension”) until the Investors’ receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the prospectus so suspended to be resumed as soon as possible within twenty (20) business days after delivery of a Suspension Notice to the Investors. In addition to and without limiting any other remedies (including without limitation at law or equity), available to the Investors, the Investors shall be entitled to specific performance in the event the Company fails to comply with the provisions of this Section 4.2(c). (d) Provided that a Suspension is not then in effect, the Investors may sell Shares or Warrant Shares under the Registration Statement, provided that the selling Investor arranges for delivery of a current prospectus to the transferee of such Shares or Warrant Shares. (e) In the event of a sale of Shares or Warrant Shares by an Investor, such Investor must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B, so that ownership of the Shares or Warrant 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 two (2) years after the Closing.

Transfer of Shares After Registration; Suspension. (a) Subject to Section 4.4, the Investors agree The Purchaser agrees that they it will not offer effect any disposition of the Shares or its right to sell, solicit offers to buy, dispose of, loan, pledge or grant any right (each, a “Disposition”) with respect to purchase the Securities Shares that would constitute a sale within the meaning of the Securities Act except as (i) contemplated in the Registration Statement, (ii) pursuant to the Registration Statement referred to a piggyback registration as set forth in Section 4.110 of this Agreement or (iii) as otherwise permitted by this Agreement or applicable law, and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Investor Purchaser or its plan of distribution. (b) In addition The Company shall, as promptly as practicable, give notice to any suspension rights under paragraph the Purchaser (ci) below, the Company may, upon the happening of any eventrequest, that, in following the good faith judgment effectiveness of Company’s board of directors upon the opinion of counsel, 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, in which case each Investor shall discontinue disposition of Shares or the Warrant Shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to under the Investors or until the Investors are advised in writing Securities Act, by the Company that the use of the applicable prospectus may be resumed. (c) Subject to paragraph (d) below, in the event of: (i) any request by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a any Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation or threatening of any proceedings for that purpose, purpose and (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 the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (c) The Purchaser agrees that, (iv) any event or circumstance which necessitates the making upon receipt 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 notice (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 Investors (the “Suspension Notice”) to from the effect Company of the foregoing andhappening of any event of the kind which, upon in the opinion of the Company, requires the amendment or supplement of any prospectus, the Purchaser will forthwith discontinue disposition of Shares until the Purchaser’s receipt of such Suspension Notice, the Investors will refrain from selling any Shares or Warrant Shares pursuant to the Registration Statement (a “Suspension”) until the Investors’ receipt of copies of a the supplemented or amended prospectus prepared and filed by the Companyprospectus, or until it is advised in writing (the “Advice”) by the Company that the current use of the prospectus may be usedresumed, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any the prospectus, and, if so directed by the Company, the Purchaser will deliver to the Company all copies, other than permanent file copies then in the Purchaser’s possession, of the prospectus covering the Shares current at the time of receipt of such prospectusnotice. In the event of the Company shall give any Suspensionsuch notice, the Company will use its reasonable best efforts to cause time period regarding the use effectiveness of the prospectus so suspended to Registration Statement set forth in Section 8(b) hereof shall be resumed as soon as possible within twenty (20) business extended by the number of days after delivery during the period from and including the date of a the giving of the Suspension Notice to and including the Investorsdate when the Purchaser shall have received the copies of the supplemented or amended prospectus or the Advice. In addition The Company shall use all commercially reasonable efforts to limit the duration and without limiting number of any other remedies (including without limitation at law or equity), available trading suspensions pursuant to the Investors, the Investors shall be entitled to specific performance in the event the Company fails to comply with the provisions of this Section 4.2(c11(c). (d) Provided . The Purchaser hereby agrees that a upon receipt of any Suspension is not then in effect, the Investors may sell Shares or Warrant Shares under the Registration Statement, provided that the selling Investor arranges for delivery of a current prospectus to the transferee of such Shares or Warrant Shares. (e) In the event of a sale of Shares or Warrant Shares by an Investor, such Investor must also deliver to the Company’s transfer agent, with a copy to Notice from the Company, a Certificate the Purchaser shall, and shall cause each of Subsequent Sale substantially its officers, directors, employees, affiliates, advisors, agents and representatives to, keep confidential all nonpublic information set forth in such notice including the form attached hereto as Exhibit B, so that ownership existence and terms of the Shares or Warrant Shares may be properly transferredsuch Suspension Notice. (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 two (2) years after the Closing.

Transfer of Shares After Registration; Suspension. (a) Subject to Section 4.4, the Investors agree The Purchaser agrees that they it will not offer effect any disposition of the Shares or its right to sell, solicit offers to buy, dispose of, loan, pledge or grant any right (each, a “Disposition”) with respect to purchase the Securities Shares that would constitute a sale within the meaning of the Securities Act except pursuant to as contemplated in the Registration Statement referred to in Section 4.18(a) and as described below or as otherwise permitted by law, and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Investor Purchaser or its plan of distribution. (b) In addition The Company shall, as promptly as practicable, give notice to any suspension rights under paragraph the Purchaser (ci) below, the Company may, upon the happening of any eventrequest, that, in following the good faith judgment effectiveness of Company’s board of directors upon the opinion of counsel, 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, in which case each Investor shall discontinue disposition of Shares or the Warrant Shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to under the Investors or until the Investors are advised in writing Securities Act, by the Company that the use of the applicable prospectus may be resumed. (c) Subject to paragraph (d) below, in the event of: (i) any request by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a any Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation or threatening 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 the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) any of the occurrence of a Material Event (as defined in Section 9(c)) and (v) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the Commission, which notice may, at the discretion of the Company (or as required pursuant to paragraph 9(c)), state that it constitutes a Deferral Notice, in which event or circumstance which necessitates the making provisions of any changes in Section 9(c) shall apply. (c) The Company shall, upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Registration Statement or prospectus, the initiation of proceedings with respect to the Registration Statement under Section 8(d) or any document incorporated or deemed to be incorporated therein by reference, so that, in the case 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material Event") as a result of which the Registration Statement, it will not Statement shall contain any untrue statement of a material fact or any omission omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in or the case of the prospectus, it will not related prospectus shall contain any untrue statement of a material fact or any omission omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then or (C) the Company shall deliver a certificate occurrence or existence of any pending corporate development that, in writing the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Registration Statement and the related Prospectus, (i) in the case of clause (B) above, subject to the Investors (the “Suspension Notice”) next sentence, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the effect related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the foregoing circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Shares being sold thereunder, and, in the case of a post-effective amendment to the Registration Statement, subject to the next sentence, use its reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Purchaser that the availability of the Registration Statement is suspended (a "Deferral Notice") and, upon receipt of such Suspension any Deferral Notice, the Investors will refrain from selling Purchaser agrees not to sell any Shares or Warrant Shares pursuant to the Registration Statement (a “Suspension”) until the Investors’ such Purchaser's receipt of copies of a the supplemented or amended prospectus prepared and filed by the Companyprovided for in clause (i) above, or until it is advised in writing by the Company that the current prospectus Prospectus may be used, and 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 The Company will use its all reasonable best efforts to cause ensure that the use of the prospectus so suspended to Prospectus may be resumed (x) in the case of clause (A) and (B) above, as promptly as is practicable, and (y) in the case of clause (C) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as possible within twenty (20) business days after delivery of a Suspension Notice to the Investorspracticable thereafter. In addition to and without limiting any other remedies (including without limitation at law or equity), available to the Investors, the Investors The Company shall be entitled to specific performance exercise its right under this Section 9(c) to suspend the availability of the Registration Statement or any Prospectus no more than four (4) times in any twelve-month period, and any such period during which the event availability of the Registration Statement and any Prospectus is suspended (the "Deferral Period") shall not exceed thirty (30) days. The period of any such Deferral Period shall be added to the period of time the Company fails has agreed to comply with the provisions of this Section 4.2(c). (d) Provided that a Suspension is not then in effect, the Investors may sell Shares or Warrant Shares under keep the Registration Statement, provided Statement effective. The Company shall use all commercially reasonable efforts to limit the duration and number of any Deferral Periods. The Purchaser hereby agrees that the selling Investor arranges for delivery upon receipt of a current prospectus to the transferee of such Shares or Warrant Shares. (e) In the event of a sale of Shares or Warrant Shares by an Investor, such Investor must also deliver to the Company’s transfer agent, with a copy to any Deferral Notice from the Company, a Certificate the Purchaser shall, and shall cause each of Subsequent Sale substantially its officers, directors, employees, affiliates, advisors, agents and representatives to, keep confidential all nonpublic information set forth in such notice including the form attached hereto as Exhibit B, so that ownership existence or terms of the Shares or Warrant Shares may be properly transferredsuch Deferral Notice. (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 two (2) years after the Closing.

Transfer of Shares After Registration; Suspension. (a) Subject to Section 4.4, the Investors agree Each Purchaser agrees that they it will not offer effect any disposition of the Shares or its right to sell, solicit offers to buy, dispose of, loan, pledge or grant any right (each, a “Disposition”) with respect to purchase the Securities Shares that would constitute a sale within the meaning of the Securities Act except pursuant to as contemplated in the Registration Statement referred to in Section 4.18(a) and as described below or as otherwise permitted by law, and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Investor Purchaser or its plan of distribution. (b) In addition The Company shall, as promptly as practicable, give notice to any suspension rights under paragraph the Purchaser (ci) below, the Company may, upon the happening of any eventrequest, that, in following the good faith judgment effectiveness of Company’s board of directors upon the opinion of counsel, 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, in which case each Investor shall discontinue disposition of Shares or the Warrant Shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to under the Investors or until the Investors are advised in writing Securities Act, by the Company that the use of the applicable prospectus may be resumed. (c) Subject to paragraph (d) below, in the event of: (i) any request by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a any Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation or threatening 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 the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) any of the occurrence of a Material Event (as defined in Section 10(c)) and (v) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the Commission, which notice may, at the discretion of the Company (or as required pursuant to paragraph 10(c)), state that it constitutes a Deferral Notice, in which event or circumstance which necessitates the making provisions of any changes in Section 10(c) shall apply. (c) The Company shall, upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Registration Statement or prospectus, the initiation of proceedings with respect to the Registration Statement under Section 8(d) or any document incorporated or deemed to be incorporated therein by reference, so that, in the case 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a “Material Event”) as a result of which the Registration Statement, it will not Statement shall contain any untrue statement of a material fact or any omission omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in or the case of the prospectus, it will not related prospectus shall contain any untrue statement of a material fact or any omission omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then or (C) the Company shall deliver a certificate occurrence or existence of any pending corporate development that, in writing the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Registration Statement and the related Prospectus, (i) in the case of clause (B) above, subject to the Investors next sentence, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Shares being sold thereunder, and, in the case of a post-effective amendment to the Registration Statement, subject to the next sentence, use all reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice (which notice, in the case of clauses (B) and (C) above, need not specify the reasons for such deferral) to the Purchasers that the availability of the Registration Statement is suspended (a “Suspension Deferral Notice”) to the effect of the foregoing and, upon receipt of such Suspension any Deferral Notice, the Investors will refrain from selling Purchaser agrees not to sell any Shares or Warrant Shares pursuant to the Registration Statement (a “Suspension”) until the Investors’ such Purchaser’s receipt of copies of a the supplemented or amended prospectus prepared and filed by the Companyprovided for in clause (i) above, or until it is advised in writing by the Company that the current prospectus Prospectus may be used, and 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 The Company will use its all reasonable best efforts to cause ensure that the use of the prospectus so suspended to Prospectus may be resumed (x) in the case of clause (A) and (B) above, as promptly as is practicable, and (y) in the case of clause (C) above, as soon as, in the sole judgment of the Company, public disclosure of such development would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as possible within twenty (20) business days after delivery of a Suspension Notice to the Investorspracticable thereafter. In addition to and without limiting any other remedies (including without limitation at law or equity), available to the Investors, the Investors The Company shall be entitled to specific performance in the event the Company fails to comply with the provisions of exercise its right under this Section 4.2(c). (d10(c) Provided that a Suspension is not then in effect, to suspend the Investors may sell Shares or Warrant Shares under availability of the Registration Statement, Statement or any Prospectus no more than four (4) times in any 12 month period and for no more than an aggregate of 90 days in any 12 month period (each such suspension a “Deferral Period”) and provided that no single Deferred Period shall last more than 45 days. The Company shall use all reasonable efforts to limit the selling Investor arranges for delivery duration and number of a current prospectus to the transferee any Deferral Periods. Each Purchaser hereby agrees that upon receipt of such Shares or Warrant Shares. (e) In the event of a sale of Shares or Warrant Shares by an Investor, such Investor must also deliver to the Company’s transfer agent, with a copy to any Deferral Notice from the Company, a Certificate such Purchaser shall, and shall cause each of Subsequent Sale substantially its officers, directors, employees, affiliates, advisors, agents and representatives to, keep confidential all nonpublic information set forth in such notice including the form attached hereto as Exhibit B, so that ownership existence and terms of the Shares or Warrant Shares may be properly transferredsuch Deferral Notice. (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 two (2) years after the Closing.

Transfer of Shares After Registration; Suspension. (a) Subject to Section 4.4, the Investors agree The Purchaser agrees that they it will not offer effect any disposition of the Shares or its right to sell, solicit offers to buy, dispose of, loan, pledge or grant any right (each, a “Disposition”) with respect to purchase the Securities Shares that would constitute a sale within the meaning of the Securities Act except pursuant to as contemplated in the Registration Statement referred to in Section 4.18(a) and as described below or as otherwise permitted by law, and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Investor Purchaser or its plan of distribution. (b) In addition The Company shall, as promptly as practicable, give notice to any suspension rights under paragraph the Purchaser (ci) below, the Company may, upon the happening of any eventrequest, that, in following the good faith judgment effectiveness of Company’s board of directors upon the opinion of counsel, 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, in which case each Investor shall discontinue disposition of Shares or the Warrant Shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to under the Investors or until the Investors are advised in writing Securities Act, by the Company that the use of the applicable prospectus may be resumed. (c) Subject to paragraph (d) below, in the event of: (i) any request by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a any Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation or threatening 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 the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) any of the occurrence of a Material Event (as defined in Section 10(c)) and (v) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the Commission, which notice may, at the discretion of the Company (or as required pursuant to paragraph 10(c)), state that it constitutes a Deferral Notice, in which event or circumstance which necessitates the making provisions of any changes in Section 10(c) shall apply. (c) The Company shall, upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Registration Statement or prospectus, the initiation of proceedings with respect to the Registration Statement under Section 8(d) or any document incorporated or deemed to be incorporated therein by reference, so that, in the case 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material Event") as a result of which the Registration Statement, it will not Statement shall contain any untrue statement of a material fact or any omission omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in or the case of the prospectus, it will not related prospectus shall contain any untrue statement of a material fact or any omission omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then or (C) the Company shall deliver a certificate occurrence or existence of any pending corporate development that, in writing the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Registration Statement and the related Prospectus, (i) in the case of clause (B) above, subject to the Investors (the “Suspension Notice”) next sentence, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the effect related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the foregoing circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Shares being sold thereunder, and, in the case of a post-effective amendment to the Registration Statement, subject to the next sentence, use its reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Purchaser that the availability of the Registration Statement is suspended (a "Deferral Notice") and, upon receipt of such Suspension any Deferral Notice, the Investors will refrain from selling Purchaser agrees not to sell any Shares or Warrant Shares pursuant to the Registration Statement (a “Suspension”) until the Investors’ such Purchaser's receipt of copies of a the supplemented or amended prospectus prepared and filed by the Companyprovided for in clause (i) above, or until it is advised in writing by the Company that the current prospectus Prospectus may be used, and 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 The Company will use its all reasonable best efforts to cause ensure that the use of the prospectus so suspended to Prospectus may be resumed (x) in the case of clause (A) and (B) above, as promptly as is practicable, and (y) in the case of clause (C) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as possible within twenty (20) business days after delivery of a Suspension Notice to the Investorspracticable thereafter. In addition to and without limiting any other remedies (including without limitation at law or equity), available to the Investors, the Investors The Company shall be entitled to specific performance exercise its right under this Section 10(c) to suspend the availability of the Registration Statement or any Prospectus no more than four (4) times in any twelve-month period, and any such period during which the event availability of the Registration Statement and any Prospectus is suspended (the "Deferral Period") shall not exceed thirty (30) days. The period of any such Deferral Period shall be added to the period of time the Company fails has agreed to comply with the provisions of this Section 4.2(c). (d) Provided that a Suspension is not then in effect, the Investors may sell Shares or Warrant Shares under keep the Registration Statement, provided Statement effective. The Company shall use all commercially reasonable efforts to limit the duration and number of any Deferral Periods. The Purchaser hereby agrees that the selling Investor arranges for delivery upon receipt of a current prospectus to the transferee of such Shares or Warrant Shares. (e) In the event of a sale of Shares or Warrant Shares by an Investor, such Investor must also deliver to the Company’s transfer agent, with a copy to any Deferral Notice from the Company, a Certificate the Purchaser shall, and shall cause each of Subsequent Sale substantially its officers, directors, employees, affiliates, advisors, agents and representatives to, keep confidential all nonpublic information set forth in such notice including the form attached hereto as Exhibit B, so that ownership existence or terms of the Shares or Warrant Shares may be properly transferredsuch Deferral Notice. (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 two (2) years after the Closing.

Transfer of Shares After Registration; Suspension. (a) Subject to Section 4.4, the Investors agree that they will not offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right (each, a “"Disposition”") with respect to the Securities Shares that would constitute a sale within the meaning of the Securities Act except pursuant to the Registration Statement referred to in Section 4.1, and that they will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Investor or its plan of distribution. (b) In addition to any suspension rights under paragraph (c) below, the Company may, upon the happening of any event, that, in the good faith judgment of Company’s 's board of directors upon the opinion of counseldirectors, 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, in which case each Investor shall discontinue disposition of Shares or the Warrant Shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to the Investors or until the Investors are 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: (i) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information, (ii) 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) 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 the Warrant Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, (iv) any event or circumstance which necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall deliver a certificate in writing to the 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 or Warrant Shares pursuant to the Registration Statement (a “"Suspension”") until the Investors’ ' receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the prospectus so suspended to be resumed as soon as possible within twenty (20) business days after delivery of a Suspension Notice to the Investors. In addition to and without limiting any other remedies (including without limitation at law or equity), available to the Investors, the Investors shall be entitled to specific performance in the event the Company fails to comply with the provisions of this Section 4.2(c). (d) Provided that a Suspension is not then in effect, the Investors may sell Shares or Warrant Shares under the Registration Statement, provided that the selling Investor arranges for delivery of a current prospectus to the transferee of such Shares or Warrant Shares. (e) In the event of a sale of Shares or Warrant Shares by an Investor, such Investor 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 BA, so that ownership of the Shares or Warrant 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 two (2) years after the Closing.

Transfer of Shares After Registration; Suspension. (a) Subject to Section 4.4, the Investors agree The Purchaser agrees that they it will not offer effect any disposition of the Shares or its right to sell, solicit offers to buy, dispose of, loan, pledge or grant any right (each, a “Disposition”) with respect to purchase the Securities Shares that would constitute a sale within the meaning of the Securities Act except pursuant to as contemplated in the Registration Statement referred to in Section 4.18(a) and as described below or as otherwise permitted by law, and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Investor Purchaser or its plan of distribution. (b) In addition The Company shall, as promptly as practicable, give notice to any suspension rights under paragraph the Purchaser (ci) below, the Company may, upon the happening of any eventrequest, that, in following the good faith judgment effectiveness of Company’s board of directors upon the opinion of counsel, 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, in which case each Investor shall discontinue disposition of Shares or the Warrant Shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to under the Investors or until the Investors are advised in writing Securities Act, by the Company that the use of the applicable prospectus may be resumed. (c) Subject to paragraph (d) below, in the event of: (i) any request by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a any Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation or threatening 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 the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) any of the occurrence of a Material Event (as defined in Section 10(c)) and (v) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the Commission, which notice may, at the discretion of the Company (or as required pursuant to paragraph 10(c)), state that it constitutes a Deferral Notice, in which event or circumstance which necessitates the making provisions of any changes in Section 10(c) shall apply. (c) The Company shall, upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Registration Statement or prospectus, the initiation of proceedings with respect to the Registration Statement under Section 8(d) or any document incorporated or deemed to be incorporated therein by reference, so that, in the case 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material Event") as a result of which the Registration Statement, it will not Statement shall contain any untrue statement of a material fact or any omission omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in or the case of the prospectus, it will not related prospectus shall contain any untrue statement of a material fact or any omission omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then or (C) the Company shall deliver a certificate occurrence or existence of any pending corporate development that, in writing the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Registration Statement and the related Prospectus, (i) in the case of clause (B) above, subject to the Investors (the “Suspension Notice”) next sentence, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the effect related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the foregoing circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Shares being sold thereunder, and, in the case of a post-effective amendment to the Registration Statement, subject to the next sentence, use its reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Purchaser that the availability of the Registration Statement is suspended (a "Deferral Notice") and, upon receipt of such Suspension any Deferral Notice, the Investors will refrain from selling Purchaser agrees not to sell any Shares or Warrant Shares pursuant to the Registration Statement (a “Suspension”) until the Investors’ such Purchaser's receipt of copies of a the supplemented or amended prospectus prepared and filed by the Companyprovided for in clause (i) above, or until it is advised in writing by the Company that the current prospectus Prospectus may be used, and 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 The Company will use its all reasonable best efforts to cause ensure that the use of the prospectus so suspended to Prospectus may be resumed (x) in the case of clause (A) and (B) above, as promptly as is practicable, and (y) in the case of clause (C) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as possible within twenty (20) business days after delivery of a Suspension Notice to the Investorspracticable thereafter. In addition to and without limiting any other remedies (including without limitation at law or equity), available to the Investors, the Investors The Company shall be entitled to specific performance in the event the Company fails to comply with the provisions of exercise its right under this Section 4.2(c). (d10(c) Provided that a Suspension is not then in effect, to suspend the Investors may sell Shares or Warrant Shares under availability of the Registration Statement, provided that the selling Investor arranges for delivery of a current prospectus to the transferee of such Shares Statement or Warrant Shares. (e) In the event of a sale of Shares or Warrant Shares by an Investor, such Investor must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B, so that ownership of the Shares or Warrant 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 Prospectus no more than two (2) years after times in any twelve-month period, and any such period during which the Closingavailability of the Registration Statement and any Prospectus is suspended (the "Deferral Period") shall not exceed forty-five (45) days; provided that any two Deferral Periods in a twelve-month period may not exceed a total of sixty (60) days. The Company shall use all commercially reasonable efforts to limit the duration and number of any Deferral Periods. The Purchaser hereby agrees that upon receipt of any Deferral Notice from the Company, the Purchaser shall, and shall cause each of its officers, directors, employees, affiliates, advisors, agents and representatives to, keep confidential all nonpublic information set forth in such notice including the existence and terms of such Deferral Notice.

Transfer of Shares After Registration; Suspension. (a) Subject to Section 4.4, the Investors agree The Purchaser agrees that they it will not offer effect any disposition of the Shares or its right to sell, solicit offers to buy, dispose of, loan, pledge or grant any right (each, a “Disposition”) with respect to purchase the Securities Shares that would constitute a sale within the meaning of the Securities Act except as (i) contemplated in the Registration Statement, (ii) pursuant to the Registration Statement referred to a piggyback registration as set forth in Section 4.110 of this Agreement or (iii) as otherwise permitted by this Agreement or applicable law, and that they it will promptly notify the Company of any changes in the information set forth in the Registration Statement after it is prepared regarding the Investor Purchaser or its plan of distribution. (b) In addition The Company shall, as promptly as practicable, give notice to any suspension rights under paragraph the Purchaser (ci) below, the Company may, upon the happening of any eventrequest, that, in following the good faith judgment effectiveness of Company’s board of directors upon the opinion of counsel, 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, in which case each Investor shall discontinue disposition of Shares or the Warrant Shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to under the Investors or until the Investors are advised in writing Securities Act, by the Company that the use of the applicable prospectus may be resumed. (c) Subject to paragraph (d) below, in the event of: (i) any request by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a any Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Registration Statement or the initiation or threatening of any proceedings for that purpose, purpose and (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 the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, . (ivc) any event or circumstance which necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so The Purchaser agrees that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall deliver a certificate in writing to the Investors (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such any notice (a "Suspension Notice") from the Company of the happening of any event of the kind which, in the opinion of the Company, requires the amendment or supplement of any prospectus, the Investors Purchaser will refrain from selling any forthwith discontinue disposition of Shares or Warrant Shares pursuant to the Registration Statement (a “Suspension”) until the Investors’ Purchaser's receipt of the copies of a the supplemented or amended prospectus prepared and filed by the Companyprospectus, or until it is advised in writing (the "Advice") by the Company that the current use of the prospectus may be usedresumed, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any the prospectus, and, if so directed by the Company, the Purchaser will deliver to the Company all copies, other than permanent file copies then in the Purchaser's possession, of the prospectus covering the Shares current at the time of receipt of such prospectusnotice. In the event of the Company shall give any Suspensionsuch notice, the Company will use its reasonable best efforts to cause time period regarding the use effectiveness of the prospectus so suspended to Registration Statement set forth in Section 8(b) hereof shall be resumed as soon as possible within twenty (20) business extended by the number of days after delivery during the period from and including the date of a the giving of the Suspension Notice to and including the Investorsdate when the Purchaser shall have received the copies of the supplemented or amended prospectus or the Advice. In addition The Company shall use all commercially reasonable efforts to limit the duration and without limiting number of any other remedies (including without limitation at law or equity), available trading suspensions pursuant to the Investors, the Investors shall be entitled to specific performance in the event the Company fails to comply with the provisions of this Section 4.2(c11(c). (d) Provided . The Purchaser hereby agrees that a upon receipt of any Suspension is not then in effect, the Investors may sell Shares or Warrant Shares under the Registration Statement, provided that the selling Investor arranges for delivery of a current prospectus to the transferee of such Shares or Warrant Shares. (e) In the event of a sale of Shares or Warrant Shares by an Investor, such Investor must also deliver to the Company’s transfer agent, with a copy to Notice from the Company, a Certificate the Purchaser shall, and shall cause each of Subsequent Sale substantially its officers, directors, employees, affiliates, advisors, agents and representatives to, keep confidential all nonpublic information set forth in such notice including the form attached hereto as Exhibit B, so that ownership existence and terms of the Shares or Warrant Shares may be properly transferredsuch Suspension Notice. (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 two (2) years after the Closing.