Common use of Use, and Suspension of Use, of Shelf Registration Statement Clause in Contracts

Use, and Suspension of Use, of Shelf Registration Statement. If the Company has filed a “shelf” Registration Statement and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve month period), for a reasonable period of time not in excess of 90 days, the offer or sale of Registrable Securities pursuant to such Registration Statement by any holder of Registrable Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement and such holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement and (ii) the Company delivers to the holders of Registrable Securities included in such Registration Statement a certificate signed by both the President and Chief Financial Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p). IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES).

Use, and Suspension of Use, of Shelf Registration Statement. If the Company Corporation has filed a “shelf” Registration Statement and has included Registrable Securities therein, the Company Corporation shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve month period), for a reasonable period of time not in excess of 90 days, the offer or sale of Registrable Securities pursuant to such Registration Statement by any holder of Registrable Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement and such holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement and (ii) the Company Corporation delivers to the holders of Registrable Securities included in such Registration Statement a certificate signed by both the President president and Chief Financial Officer chief financial officer of the Company Corporation certifying that, in the good faith judgment of the Board board of Directors directors of the CompanyCorporation, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company Corporation or any material transaction under consideration by the Company Corporation or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the CompanyCorporation. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p). IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE USE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES AFTER THE 30TH DAY FOLLOWING THE EFFECTIVENESS OF SUCH SHELF REGISTRATION STATEMENT UNLESS SUCH HOLDER GIVES HAS GIVEN THE COMPANY AT LEAST ONE TWO BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, ’ (AS DEFINED IN THE OPERATING AGREEMENT) ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES).

Use, and Suspension of Use, of Shelf Registration Statement. If the Company has filed a “shelf” Registration Statement registration statement and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve month period)suspend, for a reasonable period of time not in excess of 90 days, the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder of Registrable Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement registration statement and such holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (ii) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 2.3(d), the Company shall promptly, upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed by both the President and Chief Financial Executive Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of stating that the Company or any material transaction under consideration by is suspending use of such registration statement pursuant to this Section 2.3(d) and the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained basis therefor in such certificate confidential subject to the same terms set forth in Section 6(p)reasonable detail. IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES HAS GIVEN THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, DAY ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES).

Use, and Suspension of Use, of Shelf Registration Statement. (i) If the Company has filed a “shelf” Registration Statement registration statement and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 120 days in any twelve 12 month period), for a reasonable period of time not in excess of 90 60 days, the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder Holder of Registrable Securities if (iA) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement and such holder Holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (iiB) (1) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company, (2) the Board determines that a postponement is in the best interest of the Company and its stockholders general due to a pending transaction involving the Company (including a pending securities offering by the Company) or (3) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 4(c), the Company shall promptly, upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed written notice stating that the Company is suspending use of such registration statement pursuant to this Section 4(c) (a “Suspension Notice”) and, only upon request by both a Holder, the President and Chief Financial Officer basis therefor in reasonable detail. Following the conclusion of any circumstance resulting in the suspension of a registration statement hereunder, the Company shall promptly notify each Holder in writing that it may resume use of the Company certifying that, in the good faith judgment registration statement (an “End of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(pSuspension Notice”). IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES)Each Holder of Registrable Securities agrees that the fact that a Suspension Notice pursuant to this Section 4(c) has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered.

Use, and Suspension of Use, of Shelf Registration Statement. i. If the Company has filed a “shelf” Registration Statement registration statement and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 60 days in any twelve 12 month period), for a reasonable period of time not in excess of 90 20 days, the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder Holder of Registrable Securities if (iA) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder Holder pursuant to such Registration Statement registration statement and such holder Holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (iiB) (x) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company or (y) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 4(c), the Company shall promptly, upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed by both the President and Chief Financial Executive Officer of the Company certifying thatstating that the Company is suspending use of such registration statement pursuant to this Section 4(c) (a “Suspension Notice”) and, only upon request by a Holder, the basis therefor in reasonable detail. Following the conclusion of any circumstance resulting in the good faith judgment suspension of a registration statement hereunder, the Company shall promptly notify each Holder in writing that it may resume use of the Board registration statement (an “End of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(pSuspension Notice”). IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES)Each Holder of Registrable Securities agrees that the fact that a Suspension Notice pursuant to this Section 4(c) has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered.

Use, and Suspension of Use, of Shelf Registration Statement. If the Company has filed a “shelf” Registration Statement registration statement and has included Registrable Securities therein, the Company shall be entitled to suspend for a reasonable period of time (but not more than an aggregate of 90 days in any twelve 12-month period), for a reasonable period of time not in excess of 90 days, ) the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder Holder of Registrable Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder Holder pursuant to such Registration Statement registration statement and such holder Holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (iiii)(A) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company or (B) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 4(d), the Company shall promptly, upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed by both the President and Chief Financial Executive Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of stating that the Company or any material transaction under consideration by is suspending use of such registration statement pursuant to this Section 4(d) and the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained basis therefor in such certificate confidential subject to the same terms set forth in Section 6(p)reasonable detail. IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH REGISTRABLE SECURITIES UNLESS SUCH HOLDER GIVES HAS GIVEN THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, DAY ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH REGISTRABLE SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES).. NINE ENERGY SERVICE, INC. EXHIBIT B TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Use, and Suspension of Use, of Shelf Registration Statement. If the Company WIND has filed a “shelf” Registration Statement and has included Registrable Securities therein, the Company WIND shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve month period), for a reasonable such period of time as is reasonably necessary not in excess of 90 75 days, the offer or sale of Registrable Securities pursuant to such Registration Statement by any holder of Registrable Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement and such holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement and (ii) the Company WIND delivers to the holders of Registrable Securities included in such Registration Statement a certificate signed by both the President and Chief Financial Officer resolution of the Company certifying board of directors of WIND that, in the good faith judgment of the Board board of Directors directors of the CompanyWIND, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company WIND or any material transaction under consideration by the Company WIND or would require disclosure of information that has not been disclosed to the publicpublic and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the CompanyWIND. Such certificate board resolution shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate board resolution shall keep the information contained in such certificate confidential subject to on the same terms set forth in Section 6(p5(p). IN ADDITIONIn addition, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES THE COMPANY AT LEAST ONE BUSINESS DAY’Sa holder of Registrable Securities may not use a “shelf” Registration Statement to effect the sale of any such securities unless such holder has given WIND at least two Business Days advance written notice of the date or dates of a proposed sale of such securities by such holder pursuant to such Registration Statement (which notice may be given as often as such holder desires), BUT NOT MORE THAN NINETY DAYS’and upon receipt of such a notice, ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT WIND agrees to provide prompt written notice to such holder if such “shelf” Registration Statement is not then usable (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRESwhether for reasons described above or otherwise).

Use, and Suspension of Use, of Shelf Registration Statement. If the Company has filed a “shelf” Registration Statement registration statement and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve 12-month period), for a reasonable period of time not in excess of 90 days, the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder of Registrable Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement registration statement and such holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (ii) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 2.3(d), the Company shall promptly, upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed by both the President and Chief Financial Executive Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of stating that the Company or any material transaction under consideration by is suspending use of such registration statement pursuant to this Section 2.3(d) and the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained basis therefor in such certificate confidential subject to the same terms set forth in Section 6(p)reasonable detail. IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES HAS GIVEN THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, DAY ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES).

Use, and Suspension of Use, of Shelf Registration Statement. (i) If the Company has filed a “shelf” Registration Statement registration statement and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve 12 month period), for a reasonable period of time not in excess of 90 45 days, the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder Holder of Registrable Securities if (iA) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement and such holder Holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (iiB) (1) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company or (2) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 4(c), the Company shall promptly, upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed notice stating that the Company is suspending use of such registration statement pursuant to this Section 4(c) (a “Suspension Notice”) and, only upon request by both a Holder, the President and Chief Financial Officer basis therefor in reasonable detail, provided that such Holder shall agree to keep such information confidential pursuant to a customary confidentiality agreement. Following the conclusion of any circumstance resulting in the suspension of a registration statement hereunder, the Company shall promptly notify each Holder in writing that it may resume use of the Company certifying that, in the good faith judgment registration statement (an “End of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(pSuspension Notice”). IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES)Each Holder of Registrable Securities agrees that the fact that a Suspension Notice pursuant to this Section 4(c) has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered.

Use, and Suspension of Use, of Shelf Registration Statement. If the Company has filed a “shelf” Registration Statement registration statement pursuant to a Demand Request under Section 2.1(a)(i) and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve 12-month period), for a reasonable period of time not in excess of 90 days, the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder of Registrable Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement registration statement and such holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (ii) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 2.3(d), the Company shall promptly (but in any event within 10 days), upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed by both the President and Chief Financial Executive Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of stating that the Company or any material transaction under consideration by is suspending use of such registration statement pursuant to this Section 2.3(d) and the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained basis therefor in such certificate confidential subject to the same terms set forth in Section 6(p)reasonable detail. IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES HAS GIVEN THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, DAY ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES).

Use, and Suspension of Use, of Shelf Registration Statement. If the Company has filed a “shelf” Registration Statement registration statement and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve 12-month period), for a reasonable period of time not in excess of 90 days, the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder Holder of Registrable Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder Holder pursuant to such Registration Statement registration statement and such holder Holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (ii) (A) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company or (B) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 4(d), the Company shall promptly, upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed by both the President and Chief Financial Executive Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of stating that the Company or any material transaction under consideration by is suspending use of such registration statement pursuant to this Section 4(d) and the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained basis therefor in such certificate confidential subject to the same terms set forth in Section 6(p)reasonable detail. IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH REGISTRABLE SECURITIES UNLESS SUCH HOLDER GIVES HAS GIVEN THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, DAY ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH REGISTRABLE SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES).

Use, and Suspension of Use, of Shelf Registration Statement. (a) If the Company has filed a “shelf” Registration Statement registration statement and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve 12 month period), for a reasonable period of time not in excess of 90 45 days, the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder Holder of Registrable Securities if (iA) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement and such holder Holder has not executed an underwriting a binding agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (iiB) (1) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company or (2) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 3(a), the Company shall promptly, upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed notice stating that the Company is suspending use of such registration statement pursuant to this Section 3(a) (a “Suspension Notice”) and, only upon request by both a Holder, the President and Chief Financial Officer basis therefor in reasonable detail, provided that such Holder shall agree to keep such information confidential pursuant to a customary confidentiality agreement. Following the conclusion of any circumstance resulting in the suspension of a registration statement hereunder, the Company shall promptly notify each Holder in writing that it may resume use of the Company certifying that, in the good faith judgment registration statement (an “End of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(pSuspension Notice”). IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES)Each Holder of Registrable Securities agrees that the fact that a Suspension Notice pursuant to this Section 3(a) has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered.

Use, and Suspension of Use, of Shelf Registration Statement. (i) If the Company has filed a “shelf” Registration Statement shelf registration statement and has included Registrable Securities therein, the Company shall be entitled to suspend (but not more than an aggregate of 90 60 days in any twelve 12 month period), for a reasonable period of time not in excess of 90 20 days, the offer or sale of Registrable Securities pursuant to such Registration Statement registration statement by any holder Holder of Registrable Securities if (iA) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder Holder pursuant to such Registration Statement registration statement and such holder Holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement registration statement and (iiB) (1) the Company delivers or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required if such registration statement were used (but would not be required if such registration statement were not used) and the Board determines in good faith that such disclosure would be materially detrimental to the Company, (2) the Board determines that a postponement is in the best interest of the Company and its stockholders due to a pending transaction involving the Company (including a pending securities offering by the Company) or (3) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company. In order to suspend the use of the registration statement pursuant to this Section 4(c), the Company shall promptly, upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such Registration Statement registration statement, a certificate signed by both notice stating that the President and Chief Financial Officer Company is suspending use of such registration statement pursuant to this Section 4(c) (a “Suspension Notice”). Following the conclusion of any circumstance resulting in the suspension of a registration statement hereunder, the Company shall promptly notify each Holder in writing that it may resume use of the Company certifying that, in the good faith judgment registration statement (an “End of the Board of Directors of the Company, such offer or sale would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(pSuspension Notice”). IN ADDITION, A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER GIVES THE COMPANY AT LEAST ONE BUSINESS DAY’S, BUT NOT MORE THAN NINETY DAYS’, ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER DESIRES)Each Holder of Registrable Securities agrees that the fact that a Suspension Notice pursuant to this Section 4(c) has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered.