Common use of Transfer of Shares; Suspension Clause in Contracts

Transfer of Shares; Suspension. (a) The Purchaser agrees that it will not effect any disposition of the Securities or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution. (b) Except in the event that clause (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser copies of any documents filed pursuant to Section 1.2(b)(i); and (iii) inform the Purchaser that the Company has complied with its obligations in Section 1.2(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 Purchaser to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser pursuant to Section 1.2(b)(iii) hereof when the amendment has become effective). (c) Subject to clause (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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the Purchaser’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stock. (d) In the event of a sale of Registrable Shares by the Purchaser under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. In no event, and notwithstanding anything contained herein to the contrary, will any Company securities owned, held, purchased or otherwise acquired by the Investor (other than the Shares purchased hereunder) be subject to restrictions on transfer pursuant to the terms of this Agreement. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice certificate in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 30 days each in any twelve month period. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser agrees that it will not effect any disposition of the Securities or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution. (b) Except in the event that clause (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) The Corporation shall during the Effectiveness Period: (i) if deemed necessary or advisable by the Corporation, prepare and file from time to time with the SEC or appropriate state regulator, as applicable, a post-effective amendment to any Blue Sky Registration, the U.S. Registration Statement or a supplement to the related Final Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Blue Sky Registration or such U.S. Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Offered Shares being sold thereunder, such U.S. Final Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Purchasers copies of any documents filed pursuant to Section 1.2(b)(i)this section; and (iii) inform the Purchaser Purchasers that the Company Corporation has complied with its obligations in Section 1.2(b)(i) herein (or that, if the Company Corporation has filed a post-effective amendment to the U.S. Registration Statement or any Blue Sky Registration which has not yet been declared effective, the Company Corporation will notify the Purchaser Purchasers to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser pursuant to Section 1.2(b)(iii) hereof Purchasers when the amendment has become effective). (cii) Subject to clause (d) below, in In the event of event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of any Blue Sky Registration or the Registration Statement for amendments or supplements to a such Blue Sky Registration, the U.S. Registration Statement or related U.S. Fina; 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 such Blue Sky Registration, the Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company Corporation of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Offered Shares or Broker 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 necessitates the making of any changes in any Blue Sky Registration, the U.S. Registration Statement or U.S. Final Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of any Blue Sky Registration or the U.S. Registration Statement, it will not contain any 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 that in the case of the U.S. Final Prospectus, it will not contain any 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, ; then the Company Corporation shall promptly deliver a notice certificate in writing to the Purchaser Purchasers and the Brokers (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Purchasers and Brokers will refrain from selling any Registrable Offered Shares and Broker Shares pursuant to such Blue Sky Registration or the Registration Statement (a “Suspension”) until the Purchaser’s receipt of copies of a supplemented or amended Prospectus prepared Purchasers and filed by the Company, or until it is Brokers are advised in writing by the Company Corporation that the current Blue Sky Registration or the U.S. Final Prospectus may be used, and have received copies from the Corporation of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Blue Sky Registration or U.S. Final Prospectus. In the event of any Suspension, the Company Corporation will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, efforts to cause the use of the Blue Sky Registration or U.S. Final Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedPurchasers and Brokers. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Corporation and the Purchasers and Brokers, the Corporation and the Purchasers and Brokers shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant other party fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis section. (d) In the event of a sale of Registrable Shares by the Purchaser under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Registrable Securities or its right to purchase the Registrable Shares Securities that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 5.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement or the Registration Statement Questionnaire regarding the Purchaser Investor or its plan of distribution. The Company shall not be required to include any Shares held by the Investor in the Registration Statement if the Investor fails to complete, or update as needed, the Registration Statement Questionnaire or provide the information requested in such Registration Statement Questionnaire in accordance with this Section 5.3. (b) Except in the event that clause paragraph (c) below applies, the Company shallshall use commercially reasonable efforts to, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i5.3(b)(i); and (iii) inform iii)inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i5.3(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii5.3(b)(iii) hereof when the amendment has become effective). (c) Subject to clause 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 Registrable Shares Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares Securities pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In the event one or more Suspensions having an aggregate duration in excess of 90 days occur during any 12-month period (an “Event”), however, that the Company may on two occasions only suspend sales pursuant shall pay in cash to the Registration Statement for a period Investor liquidated damages in the amount of up to thirty (30) days if the Company furnishes to the holders 1.0% of the Registrable Shares a certificate signed by Aggregate Purchase Price per month thereafter (pro rata for any portion thereof) until the Company’s Chief Executive Officer stating that in the good faith judgment earlier of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization first date after such Event on which the Investor either receives copies of a supplemented or other material transaction under consideration amended Prospectus prepared and filed by the Company or is advised in writing by the Company that the current Prospectus may be used, or (ii) there is some other material development relating to the condition (financial or other) second anniversary of the Company that has not been disclosed Closing Date, any such payments to the general public and as to which it is be made monthly in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockarrears. (d) In the event of a sale of Registrable Shares by the Purchaser under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The 1.2.1 No Purchaser agrees that it will not effect any disposition of the Securities or its right to purchase the Registrable Shares Common Stock that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 or in accordance with the Securities Act, and that it each Purchaser will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the such Purchaser or its plan of distribution. (b) 1.2.2 Except in the event that clause (c) 1.2.3 below applies, the Company shallwill, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Common Stock being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Purchasers with copies of any documents filed pursuant to Section 1.2(b)(iclause 1.2.2(i); and (iii) inform the Purchaser Purchasers that the Company has complied with its obligations in Section 1.2(b)(i1.2.2(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 Purchaser Purchasers to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Purchasers pursuant to Section 1.2(b)(iii1.2.2(iii) hereof when the amendment has become effective). (c) 1.2.3 Subject to clause (d) 1.2.4 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 Registrable Shares Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; , or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall will deliver a notice in writing to the Purchaser Purchasers (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Purchasers will refrain from selling any Registrable Shares Common Stock pursuant to the Registration Statement (a “Suspension”) until the Purchaser’s Purchasers’ 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedPurchasers. 1.2.4 Notwithstanding clause 1.2.3, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares Common Stock a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that but the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common StockCollateral Agent. (d) 1.2.5 In the event of a sale of Registrable Shares Common Stock by the any Purchaser under the Registration Statement, the such Purchaser 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 A, so that the Registrable Shares Common Stock may be properly transferred.

Transfer of Shares; Suspension. (ai) The Each Purchaser agrees that it will not effect any sale or other disposition of the Securities or its right to purchase the Registrable Shares Units that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Shelf Registration Statement referred to in Section 1.1 15(a) or otherwise in accordance with an applicable exemption from registration under the Securities Act, and that it will promptly notify the Company Seller of any changes in the information set forth in the such Shelf Registration Statement regarding the such Purchaser or its plan of distribution. (bii) Except in the event that clause paragraph (ciii) below applies, the Company Seller shall, at all times during the Registration Period, promptly (iA) prepare and file from time to time with the SEC Commission a post-effective amendment to the Shelf Registration Statement or a supplement to the related Resale Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such the Shelf Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Units being sold thereunder, such Resale Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iiB) provide the each Purchaser with copies of any documents filed pursuant to Section 1.2(b)(i)clause (A) hereof; and (iiiC) inform the each Purchaser that the Company Seller has complied with its obligations in Section 1.2(b)(iclause (A) hereof (or that, if the Company Seller has filed a post-effective amendment to the Shelf Registration Statement which has not yet been declared effective, the Company Seller will notify the each Purchaser to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the each Purchaser pursuant to Section 1.2(b)(iiiclause (C) hereof when the amendment has become effective). (ciii) Subject to clause paragraph (div) below, in the event of (iA) any request by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the Shelf Registration Statement for amendments or supplements to a the Shelf Registration Statement or related Resale Prospectus or for additional information; (iiB) the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Shelf Registration Statement or the initiation of any proceedings for that purpose; (iiiC) the receipt by the Company Seller of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (ivD) any event or circumstance which necessitates the making of any changes in the Shelf Registration Statement or the Resale Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Shelf Registration Statement, it will not contain any 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 that in the case of the Resale Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company Seller shall deliver a notice in writing to the each Purchaser (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the such Purchaser will refrain from selling any Registrable Shares Units pursuant to the Shelf Registration Statement (a “Suspension”) until the such Purchaser’s receipt of copies of a supplemented or amended Resale Prospectus prepared and filed by the CompanySeller, or until it is advised in writing by the Company Seller that the current Resale Prospectus may be used. In the event of any Suspension, the Company Seller will use its commercially reasonable efforts, consistent with the best interests of the Company Seller and its shareholders, to cause the use of the Resale Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the such Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stock. (div) In Notwithstanding the event foregoing paragraphs of a sale of this Section 15(c), each Purchaser shall not be prohibited from selling Registrable Shares by the Purchaser Units under the Shelf Registration Statement, the Purchaser must also deliver to the Company’s transfer agent, with Statement as a copy to the Company, a Certificate result of Subsequent Sale substantially Suspensions on more than two occasions of not more than 45 days each in the form attached hereto as Exhibit A, so that the Registrable Shares may be properly transferredany twelve-month period.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 45 days each in any twelve month period. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) i. The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 5.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) ii. Except in the event that clause paragraph (c) below applies, the Company shallshall use best efforts to, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i5.3(b)(i); and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i5.3(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii5.3(b)(iii) hereof when the amendment has become effective). (c) iii. Subject to clause 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. iv. Notwithstanding the foregoing paragraphs of this Section 5.3, however, that the Company may on two occasions only suspend sales pursuant to Investor shall not be prohibited from selling Shares under the Registration Statement for as a period result of up to thirty (30) Suspensions on more than two occasions of not more than 30 days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere each in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the thentwelve-eligible Registrable Shares consisting of outstanding shares of Common Stockmonth period. (d) v. In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AE, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 8.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor with copies of any documents filed pursuant to Section 1.2(b)(i8.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(b)(i8.2(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 Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii8.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice certificate in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 8.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 8.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 30 days each in any twelve month period. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AB, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any sale, transfer or other disposition of the Securities or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except (i) as contemplated in Sections 5.1 or 5.2 in compliance with any applicable prospectus delivery requirements or (ii) as otherwise permitted by law, including pursuant to the Registration Statement referred to in Section 1.1 or in accordance with safe harbor provided by Rule 144 under the Securities Act, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause (cSection 5.2 or paragraph 5.6(c) below applies, the Company shall, at all times during the Registration Period, promptly 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 such Registration Statement will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus prospectus will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i)clause (i) above; and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(iclause (i) above (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 Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iiiclause (i) hereof above when the amendment has become effective). (c) Subject Except to clause (dthe extent that Section 5.2 applies, and subject to paragraph 5.6(d) below, in the event of (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 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 Registrable 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 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 omit 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 omit 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s receipt of copies of a supplemented or amended Prospectus prospectus prepared and filed by the Company, or until it the Investor is advised in writing by the Company that the current Prospectus prospectus may be used, and the Investor has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as reasonably practicable within thirty (30) days after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, remedies available under applicable law or in equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 5.6(c). (d) The Company may require the Investor participating in any registration to furnish to the Company such information regarding the Investor as required under applicable law and the Investor’s intended method of distribution of such Shares as the Company may from time to time reasonably request in writing. The Investor agrees to promptly notify the Company of any inaccuracy or change in information previously furnished by the Investor to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding the Investor or its intended method of distribution of such Shares or omits to state any material fact regarding the Investor or its intended method of distribution of such Shares required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish information so required so that such prospectus shall not contain, with respect to the Investor or the distribution of such Shares, 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 in light of the circumstances then existing. (e) Notwithstanding the foregoing paragraphs of this Section 5.6, the Investor shall not be prohibited from selling Shares covered by a Registration Statement initiated pursuant to Section 5.1 as a result of Suspensions on more than two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty not more than 30 days each in any twelve (3012) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that month period, unless, in the good faith judgment of the Company’s Board of Directors, (iupon the advice of counsel, the sale of Shares under the Registration Statement in reliance on this Section 5.6(e) would be reasonably likely to cause a violation of the offering would interfere in any material respect with any acquisitionSecurities Act, corporate reorganization the Exchange Act or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockapplicable law. (df) In Provided that a Suspension is not then in effect, the event of a sale of Registrable Investor may sell Shares by the Purchaser under the Registration Statement, the Purchaser must also deliver provided that it arranges for delivery of a current prospectus to the Company’s transfer agenttransferee of such Shares in compliance with applicable law. Upon receipt of a request therefor, with a copy the Company has agreed to provide an adequate number of current prospectuses to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit A, so that the Registrable Shares may be properly transferredInvestor and to supply copies to any other parties requiring such prospectuses.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 6.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause (cSection 6.2(c) below applies, the Company shallshall use its reasonable best efforts to, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i6.2(b)(i); and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i6.2(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser pursuant to Section 1.2(b)(iii) hereof Investor when the amendment has become effective). (c) Subject to clause (dSection 6.2(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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common StockInvestor. (d) Notwithstanding the foregoing paragraphs of this Section 6.2, the Investor shall not be prohibited from selling Shares under the Registration Statement as a result of Suspensions on more than two (2) occasions of not more than sixty (60) days each in any twelve (12) month period. (e) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AE, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. In no event, and notwithstanding anything contained herein to the contrary, will any Company securities owned, held, purchased or otherwise acquired by the Investor (other than the Shares purchased hereunder) be subject to restrictions on transfer pursuant to the terms of this Agreement. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice certificate in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 30 days each in any twelve month period. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the provisions of this Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 45 days each in any twelve month period. If the Investor is prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions in any twelve-month period of up to thirty (30) or for more than 45 days if on any one occasion, it shall be deemed a Registration Default, and the Company furnishes to shall issue Penalty Shares or cash, as the holders case may be, in accordance with the provisions of Section 7.1(k) based on the aggregate purchase price of the Registrable Shares a certificate signed that have not been previously sold by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common StockInvestor. (de) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AB, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 6.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i6.3(b)(i); and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i6.3(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser pursuant to Section 1.2(b)(iii) hereof Investor when the amendment has become effective). (c) Subject to clause 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the good faith determination by the Board of Directors of the Company that the delay of disclosure of material, non-public information concerning a material corporate event is in the best interests of the Company, so long as the Company has implemented prohibitions on securities transactions by its officers and directors during the resulting Suspension period; or (ivv) 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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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. In the event of any Suspension, the Company will use its commercially reasonable best efforts, consistent with the best interests of the Company and its shareholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common StockInvestor. (d) Notwithstanding the foregoing paragraphs of this Section 6.3, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions for more than 30 consecutive days or for a total of 60 days in any twelve-month period. (e) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AF, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition of the Securities or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) either before or after effectiveness of the Registration Statement, of 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 omit 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 omit 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 notice in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable within 20 business days after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 45 days each in any twelve-month period. If the Investor is prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions in any twelve-month period or for more than 45 days on any one occasion, it shall be deemed a Registration Default, and the Company shall issue Penalty Shares or pay cash to the Investor, as the case may be, in accordance with the provisions of Section 7.1(l) based on the aggregate number of Registrable Shares that have not been previously sold by the Investor. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AB, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Registrable Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 5.1, any Company Registration Statement referred to in 6.3 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement such registration statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i5.3(b)(i); and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i5.3(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 Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii5.3(b)(iii) hereof when the amendment has become effective). (c) Subject to clause 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the PurchaserInvestor. The Company shall pay to the Investor liquidated damages for each Unit held during each day of Suspension at a rate equal to 1.0% of the Unit Price for each 30 days of Suspension; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement foregoing liquidated damages shall not be payable unless one or more Suspensions, as applicable, continue for a period of up to at least (i) thirty (30) consecutive days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition sixty (financial or other60) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice non-consecutive days in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stocktwelve (12) month period. (d) In the event of a sale of Registrable Shares by the Purchaser under the Registration StatementNotwithstanding anything else herein, the Purchaser must also deliver Company shall not be required to pay liquidated damages under Sections 5.4 and 5.2 exceeding 15% of the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit A, so that the Registrable Shares may be properly transferredActual Purchase Price.

Transfer of Shares; Suspension. (ai) The Each Purchaser agrees that it will not effect any sale or other disposition of the Securities or its right to purchase the Registrable Shares Units that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Shelf Registration Statement referred to in Section 1.1 15(a) or otherwise in accordance with the Securities Act, and that it will promptly notify the Company Seller of any changes in the information set forth in the such Shelf Registration Statement regarding the such Purchaser or its plan of distribution. (bii) Except in the event that clause paragraph (ciii) below applies, the Company Seller shall, at all times during the Registration Period, promptly (iA) prepare and file from time to time with the SEC Commission a post-effective amendment to the Shelf Registration Statement or a supplement to the related Resale Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such the Shelf Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Units being sold thereunder, such Resale Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iiB) provide the each Purchaser with copies of any documents filed pursuant to Section 1.2(b)(i)clause (A) hereof; and (iiiC) inform the each Purchaser that the Company Seller has complied with its obligations in Section 1.2(b)(iclause (A) hereof (or that, if the Company Seller has filed a post-effective amendment to the Shelf Registration Statement which has not yet been declared effective, the Company Seller will notify the each Purchaser to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the each Purchaser pursuant to Section 1.2(b)(iiiclause (C) hereof when the amendment has become effective). (ciii) Subject to clause paragraph (div) below, in the event of (iA) any request by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the Shelf Registration Statement for amendments or supplements to a the Shelf Registration Statement or related Resale Prospectus or for additional information; (iiB) the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Shelf Registration Statement or the initiation of any proceedings for that purpose; (iiiC) the receipt by the Company Seller of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (ivD) any event or circumstance which necessitates the making of any changes in the Shelf Registration Statement or the Resale Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Shelf Registration Statement, it will not contain any 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 that in the case of the Resale Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company Seller shall deliver a notice in writing to the each Purchaser (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the such Purchaser will refrain from selling any Registrable Shares Units pursuant to the Shelf Registration Statement (a “Suspension”) until the such Purchaser’s receipt of copies of a supplemented or amended Resale Prospectus prepared and filed by the CompanySeller, or until it is advised in writing by the Company Seller that the current Resale Prospectus may be used. In the event of any Suspension, the Company Seller will use its commercially reasonable efforts, consistent with the best interests of the Company Seller and its shareholders, to cause the use of the Resale Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the such Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stock. (div) In Notwithstanding the event foregoing paragraphs of a sale of this Section 15(c), each Purchaser shall not be prohibited from selling Registrable Shares by the Purchaser Units under the Shelf Registration Statement, the Purchaser must also deliver to the Company’s transfer agent, with Statement as a copy to the Company, a Certificate result of Subsequent Sale substantially Suspensions on more than two occasions of not more than 45 days each in the form attached hereto as Exhibit A, so that the Registrable Shares may be properly transferredany twelve-month period.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) 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 Endologix, Inc. - 8-K Filing Date: 7/21/03 supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) either before or after effectiveness of the Registration Statement, of 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 omit 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 omit 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 notice in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the provisions of this Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 45 days each in any twelve month period. If the Investor is prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions in any twelve-month period of up to thirty (30) or for more than 45 days if on any one occasion, it shall be deemed a Registration Default, and the Company furnishes to shall issue Penalty Shares or cash, as the holders case may be, in accordance with the provisions of Section 7.1(k) based on the aggregate purchase price of the Registrable Shares a certificate signed that have not been previously sold by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common StockInvestor. (de) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. Endologix, Inc. - 8-K Filing Date: 7/21/03 (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AB, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(b)(i7.2(b)(i) (or that, if the Company has filed a post-post- effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice certificate in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 30 days each in any twelve month period. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 A, so that --------- the Registrable Shares may be properly transferred. (g) The Investor hereby: (a) agrees that; and (b) agrees to execute and deliver to the Company an agreement providing that, such Investor shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock of the Company held by such Investor for a period specified by the representative of the underwriters of Common Stock of the Company not to exceed thirty (30) days, following the effective date of a registration statement of the Company filed under the Securities Act; provided, however, that said lockup restriction shall not in any event extend beyond December 31, 2001.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause (d) below, in In the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (e) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration StatementStatement (and to the extent that such Registrable Shares have not been made DTC eligible) , the Purchaser 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 AA hereto, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-post- effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice certificate in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 30 days each in any twelve month period. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, so long as the Investor holds any Registrable Shares, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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, or (v) of any event or development, the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company, in the best interest of the Company; then the Company shall deliver a notice in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing (provided that in such notice the Company shall not disclose the contents of such material non-public information to the Investors) and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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, and the Investor shall not disclose to any third party that such a notice has been given or the contents of the notice. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate events) of not more than 45 days each in any twelve month period. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, as a condition to the Purchaser must also transfer of the Shares on the books of the Company, the Investor shall 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 5.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shallshall use best efforts to, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i5.3(b)(i); and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i5.3(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii5.3(b)(iii) hereof when the amendment has become effective). (c) Subject to clause 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common StockInvestor. (d) Notwithstanding the foregoing paragraphs of this Section 5.3, the Investor shall not be prohibited from selling Shares under the Registration Statement as a result of Suspensions on more than two occasions of not more than 60 days each in any twelve-month period. (e) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AE, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition of the Securities or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) after effectiveness of the Registration Statement, of 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 omit 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 omit 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 notice in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than forty-five days each in any twelve month period. If the Investor is prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions in any twelve month period or for more than forty-five days on any one occasion, it shall be deemed a Registration Default, and the Company shall issue Penalty Shares or pay cash to the Investor, as the case may be, in accordance with the provisions of Section 7.1(k) based on the aggregate number of Registrable Shares that have not been previously sold by the Investor. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AB, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (ai) The Each Purchaser agrees that it will not effect any sale or other disposition of the Securities or its right to purchase the Registrable Shares Units that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Shelf Registration Statement referred to in Section 1.1 20(a) or otherwise in accordance with an applicable exemption from registration under the Securities Act, and that it will promptly notify the Company Seller of any changes in the information set forth in the such Shelf Registration Statement regarding the Purchaser or its plan of distribution. (bii) Except in the event that clause paragraph (ciii) below applies, the Company Seller shall, at all times during the Registration Period, promptly (iA) prepare and file from time to time with the SEC Commission a post-effective amendment to the Shelf Registration Statement or a supplement to the related Resale Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such the Shelf Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Units being sold thereunder, such Resale Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iiB) provide the each Purchaser with copies of any documents filed pursuant to Section 1.2(b)(i)clause (A) hereof; and (iiiC) inform the each Purchaser that the Company Seller has complied with its obligations in Section 1.2(b)(iclause (A) hereof (or that, if the Company Seller has filed a post-effective amendment to the Shelf Registration Statement which has not yet been declared effective, the Company Seller will notify the each Purchaser to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the each Purchaser pursuant to Section 1.2(b)(iiiclause (C) hereof when the amendment has become effective). (ciii) Subject to clause paragraph (div) below, in the event of (iA) any request by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the Shelf Registration Statement for amendments or supplements to a the Shelf Registration Statement or related Resale Prospectus or for additional information; (iiB) the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a the Shelf Registration Statement or the initiation of any proceedings for that purpose; (iiiC) the receipt by the Company Seller of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (ivD) any event or circumstance which necessitates the making of any changes in the Shelf Registration Statement or the Resale Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Shelf Registration Statement, it will not contain any 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 that in the case of the Resale Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company Seller shall deliver a notice in writing to the each Purchaser (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser will refrain from selling any Registrable Shares Units pursuant to the Shelf Registration Statement (a “Suspension”) until the Purchaser’s receipt of copies of a supplemented or amended Resale Prospectus prepared and filed by the CompanySeller, or until it is advised in writing by the Company Seller that the current Resale Prospectus may be used. In the event of any Suspension, the Company Seller will use its commercially reasonable efforts, consistent with the best interests of the Company Seller and its shareholdersunitholders, to cause the use of the Resale Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stock. (div) In Notwithstanding the event foregoing paragraphs of a sale of Registrable Shares by the Purchaser under the Registration Statementthis Section 20(c), the Purchaser must also deliver to shall not be prohibited from selling Registrable Units under the Company’s transfer agent, with Shelf Registration Statement as a copy to the Company, a Certificate result of Subsequent Sale substantially Suspensions on more than two occasions of not more than 45 days each in any twelve-month period and not more than 60 days in the form attached hereto as Exhibit A, so that the Registrable Shares may be properly transferredaggregate during any 180 day period.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Registrable Securities or its right to purchase the Registrable Shares Securities that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 5.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement or the Registration Statement Questionnaire regarding the Purchaser Investor or its plan of distribution. The Company shall not be required to include any Shares held by the Investor in the Registration Statement if the Investor fails to complete, or update as needed, the Registration Statement Questionnaire or provide the information requested in such Registration Statement Questionnaire in accordance with this Section 5.3. (b) Except in the event that clause paragraph (c) below applies, the Company shallshall use commercially reasonable efforts to, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i5.3(b)(i); and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i5.3(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii5.3(b)(iii) hereof when the amendment has become effective). (c) Subject to clause 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 Registrable Shares Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares Securities pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In the event one or more Suspensions having an aggregate duration in excess of 90 days occur during any 12-month period (an “Event”), however, that the Company may on two occasions only suspend sales pursuant shall pay in cash to the Registration Statement for a period Investor liquidated damages in the amount of up to thirty (30) days if the Company furnishes to the holders .5% of the Registrable Shares a certificate signed by Aggregate Purchase Price per month thereafter (pro rata for any portion thereof) until the Company’s Chief Executive Officer stating that in the good faith judgment earlier of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization first date after such Event on which the Investor either receives copies of a supplemented or other material transaction under consideration amended Prospectus prepared and filed by the Company or is advised in writing by the Company that the current Prospectus may be used, or (ii) there is some other material development relating to the condition (financial or other) second anniversary of the Company that has not been disclosed Closing Date, any such payments to the general public and as to which it is be made monthly in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockarrears. (d) In the event of a sale of Registrable Shares by the Purchaser under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice certificate in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 30 days each in any twelve month period. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 6.1, any Company Registration Statement referred to in 6.3 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement such registration statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i6.3(b)(i); and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i6.3(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii6.3(b)(iii) hereof when the amendment has become effective). (c) Subject to clause 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common StockInvestor. (d) Notwithstanding the foregoing paragraphs of this Section 6.4, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions of not more than 45 days each in any twelve-month period. (e) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AF, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 7.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i7.2(b)(i); and (iii) inform the Purchaser each Investor that the Company has complied with its obligations in Section 1.2(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 Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii7.2(b)(i) hereof when the amendment has become effective). (c) Subject to clause paragraph (d) below, in the event of (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 a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable 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 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 omit 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 omit 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 notice certificate in writing to the Purchaser Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s Investor's 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 commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. In addition to and without limiting any other remedies (including, howeverwithout limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company may on two occasions only suspend sales pursuant fails to comply with the Registration Statement for a period provisions of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stockthis Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions (for two separate suspension events) of not more than 30 days each in any twelve month period. (e) Provided that a Suspension is not then in effect, the Investor may sell Registrable Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide, at its own expense, an adequate number of current Prospectuses (including documents incorporated by reference therein) to the Investor and to supply copies to any other parties requiring such Prospectuses. (f) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 A, so that --------- the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Securities or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 5.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i5.3(b)(i); and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i5.3(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 Purchaser Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii5.3(b)(iii) hereof when the amendment has become effective). (c) Subject to clause 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; providedInvestor. (d) In the event the Investor is prohibited from selling Registrable Shares under the Registration Statement as a result of Suspensions on more than two occasions of more than 45 days each in any twelve-month period, however, that the Company may on two occasions only suspend sales pursuant shall pay to the Investor liquidated damages in the amount of 1.0% of the total purchase price of the Unit Common Stock then held by the Investor if, as a result of such Suspensions, the Investor is prohibited from selling Registrable Shares under the Registration Statement for a period of up to thirty (that exceeds 60 consecutive days or 120 days in the aggregate in any twelve-month period and for each 30) days if -day period thereafter during which such prohibition continues; provided that in no event shall the Company furnishes be obligated to pay more than 1.0% in any 30-day period (assuming for the holders purposes of this clause (d) that the purchase price of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there Unit Common Stock is some other material development relating equal to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stock$5.00 per share). (de) In the event of a sale of Registrable Shares by the Purchaser Investor under the Registration Statement, the Purchaser 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 AE, so that the Registrable Shares may be properly transferred.

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will shall not effect any sale, offer to sell, solicitation of offers to buy, disposition of, loan, pledge or grant of any right with respect to the Shares or any derivative instruments, arrangement or securities the value of which is derived from the securities of the Securities Company or its right to purchase any securities of the Registrable Shares Company or any derivative instruments, arrangement or securities the value of which is derived from the securities of the Company that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 7.1(a) hereof or in accordance with the Securities ActAct (including any exemption from the registration requirements set forth therein), and that it will shall promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause (cSection 7.3(c) below hereof applies, the Company shall, at all times during the Registration Period, promptly promptly: (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; ; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i)7.3(b)(i) hereof; and and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i7.3(b)(i) hereof (or that, if the Company has filed a post-effective amendment to the Registration Statement which that has not yet been declared effective, the Company will shall notify the Purchaser Investor to that effect, will shall use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will shall promptly notify the Purchaser Investor pursuant to this Section 1.2(b)(iii7.3(b)(iii) hereof when the amendment has become effective). (c) Subject to clause (dSection 7.3(d) belowhereof, in the event of 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or or (iv) any event or circumstance which that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the Purchaser’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stock. (d) In the event of a sale of Registrable Shares by the Purchaser under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.state

Transfer of Shares; Suspension. (a) The Purchaser Investor agrees that it will not effect any disposition Disposition of the Registrable Securities or its right to purchase the Registrable Shares Securities that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 5.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement or the Registration Statement Questionnaire regarding the Purchaser Investor or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shallshall use reasonable best efforts to, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Investor copies of any documents filed pursuant to Section 1.2(b)(i5.3(b)(i); and (iii) inform the Purchaser Investor that the Company has complied with its obligations in Section 1.2(b)(i5.3(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 Purchaser Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investor pursuant to Section 1.2(b)(iii5.3(b)(iii) hereof when the amendment has become effective). (c) Subject to clause 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 Registrable Shares Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser Investor will refrain from selling any Registrable Shares Securities pursuant to the Registration Statement (a “Suspension”) until the PurchaserInvestor’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that Investor. If the Company may on two occasions only suspend sales pursuant Suspension is primarily due to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment fault of the Company’s Board , the Company shall pay to the Investor liquidated damages in the amount of Directors, (i) 1.0% of the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration Aggregate Purchase Price of the Units purchased by the Company Investor pursuant to this Agreement for each 30-day period, or (ii) there is some other material development relating to partial portion thereof following the condition (financial or other) completion of the Company that has not been disclosed initial 30-day period, in which the Investor must refrain from selling Registrable Securities due to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common StockSuspension. (d) In Notwithstanding the event foregoing paragraphs of a sale of this Section 5.3, the Investor shall not be prohibited from selling Registrable Shares by the Purchaser Securities under the Registration Statement, the Purchaser must also deliver to the Company’s transfer agent, with Statement as a copy to the Company, a Certificate result of Subsequent Sale substantially Suspensions for more than an aggregate of 60 days in the form attached hereto as Exhibit A, so that the Registrable Shares may be properly transferredany twelve-month period.

Transfer of Shares; Suspension. (a) The Purchaser Caliper agrees that it will not effect any sale, offer to sell, solicitation of offers to buy, disposition of, loan, pledge or grant of any right with respect to (each, a "DISPOSITION") the Securities Registrable Shares or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, Act except as contemplated in the Registration Statement referred to in Section 1.1 6.1 and as described below or otherwise in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Caliper or its plan of distribution. (b) Except in the event that clause paragraph (c) below applies, the Company shall, at all times during the Registration Period, promptly (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 such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser Caliper copies of any documents filed pursuant to Section 1.2(b)(i6.2(b)(i); and (iii) inform the Purchaser Caliper that the Company has complied with its obligations in Section 1.2(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 Purchaser to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser pursuant to Section 1.2(b)(iii) hereof when the amendment has become effective). (c) Subject to clause (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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the Purchaser’s 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stock. (d) In the event of a sale of Registrable Shares by the Purchaser under the Registration Statement, the Purchaser 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 A, so that the Registrable Shares may be properly transferred.Section

Transfer of Shares; Suspension. (a) The Purchaser agrees that it will not effect any disposition Disposition of the Securities or its right to purchase the Registrable Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1 5.1 or in accordance with the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution. (b) Except in the event that clause (c) below applies, the Company shall, at all times during the Registration Period, promptly (i) prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchaser copies of any documents filed pursuant to Section 1.2(b)(i5.3(b)(i); and (iii) inform the Purchaser that the Company has complied with its obligations in Section 1.2(b)(i5.3(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 Purchaser to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser pursuant to Section 1.2(b)(iii5.3(b)(iii) hereof when the amendment has become effective). (c) Subject to clause (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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (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 omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact 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 notice in writing to the Purchaser (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “"Suspension”") until the Purchaser’s 's 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. In the event of any Suspension, the Company will use its commercially reasonable efforts, consistent with the best interests of the Company and its shareholdersstockholders, to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Purchaser; provided, however, that the Company may on two occasions only suspend sales pursuant to the Registration Statement for a period of up to thirty (30) days if the Company furnishes to the holders of the Registrable Shares a certificate signed by the Company’s 's Chief Executive Officer stating that in the good faith judgment of the Company’s 's Board of Directors, (i) the offering would interfere in any material respect with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s 's best interests not to disclose such development; provided further, however, that the Company may not so suspend sales more than twice once in any calendar year without the written consent of the holders of at least a majority of the then-eligible Registrable Shares consisting of outstanding shares of Common Stock. (d) In the event of a sale of Registrable Shares by the Purchaser under the Registration Statement, the Purchaser 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 AE, so that the Registrable Shares may be properly transferred.