Common use of Blackout Period Clause in Contracts

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure, the Company shall be entitled to delay the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectus.

Blackout Period. Notwithstanding anything to the contrary contained in this Agreement to Agreement, the contrary, if Company may delay the filing or effectiveness of the Shelf a Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company Holder to make an Adverse Disclosure, the Company shall be entitled to delay the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf prospectus for sale of Registrable Securities under an effective Registration Statement if the Company Board reasonably determines in good faith that the registration and distribution of Registrable Securities would materially interfere with the Company’s ability to effect a pending material financing, merger, acquisition, consolidation, recapitalization, corporate reorganization or Prospectusany other material corporate development involving the Company or any of its Subsidiaries or would require premature disclosure thereof or of other material non-public information that would be detrimental to the Company, including a primary offering by the Company or a secondary offering with respect to SAP Securities contemplated to occur within 45 days of the receipt of a Request pursuant to Section 3.1 (in which case such suspension Holder shall not exceed thirty have the rights afforded to it (30if any) days in each instance), from time to time, but in no event more than twice during any six (6under Section 3.2) month period (a “Blackout Period”); provided. The Company shall (a) promptly give SAP or Silver Lake, howeveras applicable, written notice of such determination, (b) if requested by SAP or Silver Lake, as applicable, and to the extent such action would not violate applicable law, promptly deliver to SAP or Silver Lake, as applicable, a general statement of the reasons for such postponement or restriction on use and to the extent practicable an approximation of the anticipated delay, and (c) promptly give SAP or Silver Lake, as applicable, written notice at the conclusion of such Blackout Period. Notwithstanding the foregoing, (i) the Company will not invoke more than two Blackout Periods in any 12 month period and any Blackout Period shall not be in excess of 45 days and (ii) in the event that a Holder exercises a demand right pursuant to Section 3.1 and the related offering is expected to, or may, occur during a quarterly earnings blackout period of the Company (such blackout periods determined in accordance with such policy as the Company shall give written notice generally maintain and communicate to Holders from time to time), the Company and such Holder shall act reasonably and work cooperatively in view of such quarterly earnings blackout period. For the avoidance of doubt, (i) the Parties agree that an election by the Company that a registration statement for the registration and distribution of Registrable Securities shall not be usable, or shall be delayed, during a Blackout Period shall not act to reduce the period during which such registration statement shall remain effective pursuant to the Participating Holders terms of its determination this ARTICLE III and (ii) any Blackout Period shall apply equally to each Holder and the Company shall not impose a Blackout Period as promptly as practicable and of its determination with respect to lift a Blackout Period. Upon notice by any one Holder without imposing the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until same such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt to any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectusother Holders.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing (a) The obligations of the Shelf Company to take the actions contemplated by Section 3.01, Section 3.02 and Section 3.04 hereof will be suspended (i) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Prospectus as required in Section 2.01(aCompany from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the continued use contemplated offering), and the chief executive officer of such Shelf Registration Statement at any time wouldthe Company has determined, in the good faith judgment exercise of his reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the disclosure of which, the chief executive officer of the Company to make an Adverse Disclosurehas determined, in the Company shall be entitled to delay good faith exercise of his reasonable business judgment, is not in the filing best interests of the Shelf Registration Statement Company, or Prospectus or suspend use of (D) otherwise represent an undue hardship for the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”)Company; provided, however, that any and all such suspensions pursuant to this Section 3.06 will not exceed 90 consecutive days or a total of 120 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors’ Representative written notice of any such suspension containing the approximate length of the anticipated delay, and the Company shall give written notice to will notify the Participating Holders Investors upon the termination of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout any Deferral Period. Upon receipt of any notice by from the Company to the Participating Holders of any such determinationDeferral Period, each Participating Holder of the Investors shall keep forthwith discontinue disposition of the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares Registrable Securities pursuant to the Shelf Registration Statement or Prospectus for relating thereto until the duration Investors’ Representative receives copies of the Blackout Period set forth in such notice (supplemented or amended prospectus contemplated hereby or until such Blackout Period shall be earlier terminated they are advised in writing by the Company) Company that the use of the prospectus may be resumed and promptly halt any use, publication, dissemination or distribution have received copies of any Prospectus covering any Participating Shares for additional or supplemented filings that are incorporated by reference in the duration of the Blackout Period prospectus, and, if so directed by the Company, shall the Investors will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company any copies all copies, other than permanent file copies, then in its the Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities. (b) The parties hereto further agree and acknowledge that any suspension or non-use of the Registration Statement due to the updating of the Registration Statement to include any financial statement the Registration Statement is required to contain (the “Required Financial Statements”) shall not be deemed to be a suspension for purposes of Section 3.06(a), unless and until the seven business day period referenced in Section 3.06(c) shall have passed without the updating of financial statements required by Section 3.06(c). (c) The Company shall use its commercially reasonable efforts to update the Registration Statement on each date on which it shall be necessary to do so to cause the Registration Statement to contain the Required Financial Statements; provided, however, that, with respect to any financial period ending after the Effective Date, the Company shall not be obligated to update the Required Financial Statements pursuant to Section 3.06(b) and shall not be deemed to be in default under this sentence until seven business days after (or such Prospectusearlier date as may be reasonably practicable) the date upon which such updated financial statements are required to be filed with the SEC.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing (a) The obligations of the Shelf Registration Statement Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Prospectus as required in Section 2.01(aCompany from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the continued use of such Shelf Registration Statement at any time wouldcontemplated offering), and the Board has determined, in the good faith judgment exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the Company to make an Adverse Disclosuredisclosure of which, the Company shall be entitled to delay Board has determined, in the filing good faith exercise of its reasonable business judgment, is not in the best interests of the Shelf Registration Statement Company, or Prospectus or suspend use of (D) otherwise represent an undue hardship for the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”)Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company shall will promptly give the Investors written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determinationsuspension containing the approximate length of the anticipated delay, each Participating Holder shall keep and the fact Company will notify the Investors upon the termination of any such Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice strictly confidential and, during from the Company of any Blackout Deferral Period, an Investor shall promptly halt any offer, sale, trading or transfer by it discontinue disposition of any Participating Shares the Registrable Securities pursuant to the Shelf Registration Statement relating thereto (which it is agreed does not include (or Prospectus for restrict) any disposition pursuant to Rule 144) until the duration Investor receives copies of the Blackout Period set forth in such notice (supplemented or amended prospectus contemplated hereby or until such Blackout Period shall be earlier terminated they are advised in writing by the Company) Company that the use of the prospectus may be resumed and promptly halt any use, publication, dissemination or distribution have received copies of any Prospectus covering any Participating Shares for additional or supplemented filings that are incorporated by reference in the duration of the Blackout Period prospectus, and, if so directed by the Company, shall the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company any copies all copies, other than permanent file copies, then in its the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities. (b) The Company shall use its commercially reasonable efforts to update the Registration Statement on each date on which it shall be necessary to do so to cause the Registration Statement to contain any such Prospectusfinancial statements the Registration Statement is required to retain.

Blackout Period. Notwithstanding anything (a) The Company’s obligations pursuant to Section 3.01, Section 3.02 and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon the receipt of comments from the SEC on any document incorporated by reference in this Agreement to the contrary, if the filing of the Shelf Registration Statement or (2) if compliance with such obligations would (a) violate applicable Law or otherwise prevent the Prospectus as required in Section 2.01(aCompany from complying with applicable Law, (b) require the Company to disclose a financing, acquisition, disposition or other corporate development, and the continued use chief executive officer of such Shelf Registration Statement at any time wouldthe Company has determined, in the good faith judgment exercise of his reasonable business judgment, that such disclosure is not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain an Adverse Disclosureuntrue 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, (d) otherwise require premature disclosure of information the disclosure of which, the Company shall be entitled to delay the filing chief executive officer of the Shelf Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for the Company; provided that (i) any and all such suspensions pursuant to clause (1) will not exceed 120 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Period”). The Company will promptly give Stockholder written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify Stockholder upon the termination of any Deferral Period. Upon receipt of any notice from the Company of any Deferral Period, Stockholder shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement or Prospectus or suspend use relating thereto until Stockholder receives copies of the Shelf Registration Statement supplemented or Prospectus for a reasonable period of time (amended prospectus contemplated hereby or until it is advised in writing by the case of any suspension of Company that the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable prospectus may be resumed and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders has received copies of any such determinationadditional or supplemented filings that are incorporated by reference in the prospectus, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company any copies all copies, other than permanent file copies, then in its Stockholder’s or such Underwriter’s or Underwriters’ possession of any the current prospectus covering such ProspectusRegistrable Securities.

Blackout Period. Notwithstanding anything in the other provisions of this Agreement to Section 2.2, Quintiles shall have the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure, the Company shall be entitled right to delay the filing of the any Shelf Registration Statement otherwise required to be prepared and filed by Quintiles pursuant to this Section 2.2, or Prospectus or to suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of any Shelf Registration, for a period not in excess of 90 days (a "Shelf Blackout Period") if Quintiles determines that the registration and distribution of the Registrable Securities to be covered by such Shelf Registration Statement would materially interfere with any pending financing, acquisition or Prospectusother transaction involving Quintiles or would require disclosure of information which is in its best interest not to publicly disclose provided, that, the Blackout Period shall earlier terminate upon the completion or abandonment of the relevant financing, acquisition or other transaction or upon public disclosure by Quintiles or public admission by Quintiles of such suspension material nonpublic information or such time as such material nonpublic information shall not exceed thirty be publicly disclosed; and provided, further, that Quintiles shall furnish to the Holders a certificate of an executive officer of Quintiles to the effect that an event permitting a Blackout Period has occurred (30) days in and no other reason need be given); provided, further, that for each instance), from time to time, but in no event more than twice during any six (6) month period (a “Shelf Blackout Period”), the Holders' right to have a minimum number of Registrable Securities sold pursuant to Section 2.2 shall be extended by an equal period beyond the date such right would otherwise have terminated. Quintiles will promptly give the Holders written notice of such determination and an approximation of the period of the anticipated delay; provided, however, that the Company aggregate number of days included in all Shelf Blackout Periods during any consecutive 12 months shall give not exceed 180 days. Each Holder agrees to cease all disposition efforts under such Registration Statement with respect to Registrable Securities held by such Holder immediately upon receipt of notice of the beginning of any Shelf Blackout Period. Quintiles shall provide written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and the end of its determination to lift a each Shelf Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectus.

Blackout Period. Notwithstanding anything The Company may postpone the filing or effectiveness of any Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement (and in this Agreement to the contrary, each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the filing board of directors of the Shelf Registration Statement Company determines in good faith that such registration or the Prospectus as required in Section 2.01(a) or sale by the continued use Purchaser of Registrable Securities under such Shelf Registration Statement at any such time (i) would adversely affect a pending or proposed significant corporate event, or (ii) would require the disclosure of material non-public information the disclosure of which at such time would, in the good faith judgment of the board of directors of the Company, require be materially adverse to the interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten days after the abandonment or consummation of any of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (B) in the case of clause (ii) above, until the earlier to make occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which such information is otherwise publicly disclosed by the Company; or (C) in any event, in the case of either clause (i) or (ii) above, for more than 30 days after the date of the determination of the board of directors of the Company; provided that the Company may not postpone the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an Adverse Disclosureaggregate of 30 days in any 365-day period. In addition to the foregoing, the Company shall be entitled have the right to delay suspend the filing Purchaser’s ability to use a Prospectus in connection with non-underwritten sales off of the Shelf a Registration Statement or Prospectus or suspend use during each of its regular quarterly blackout periods applicable to directors and senior officers under the Shelf Registration Statement or Prospectus for a reasonable period of time (Company’s policies in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), existence from time to time. The Company shall not be required to effectuate an underwritten offering (during such a regular quarterly blackout period or otherwise) to the extent the Company reasonably concludes, but after consultation in no event more than twice during any six (6) month period (a “Blackout Period”); provided, howevergood faith with the Purchaser, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any cannot provide adequate, timely disclosure or satisfy other underwriting conditions in connection with such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectusoffering without undue burden.

Blackout Period. Notwithstanding anything Parent shall be entitled to (x) defer any registration of Registrable Securities and shall have the right not to file and not to cause the effectiveness of any registration covering any Registrable Securities, (y) suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require the Investor of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement, (i) upon the receipt of comments from the SEC on any document incorporated by reference in this Agreement to the contraryRegistration Statement, if the filing effect of such comments were to indicate that such document was materially misleading, until it has received copies of a corrective supplemented or amended prospectus (it being understood that Parent hereby covenants to prepare and file such supplement or amendment as soon as practicable after the Shelf Registration Statement or the Prospectus as required in Section 2.01(atime of such notice) or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent Parent from complying with applicable Law, (B) require Parent to disclose a bona fide and material financing, acquisition, disposition or other transaction or corporate development (other than the continued use contemplated offering), and the chief executive officer of such Shelf Registration Statement at any time wouldParent has determined, in the good faith judgment exercise of his reasonable business judgment, that such disclosure is not in the Companybest interest of Parent, or (C) upon advice of counsel, otherwise require premature disclosure of information the Company to make an Adverse Disclosuredisclosure of which, the Company shall be entitled to delay the filing chief executive officer of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (Parent has determined, in the case good faith exercise of any suspension his reasonable business judgment, is not in the best interests of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”)Parent; provided, however, that such suspensions pursuant to this Section 2.06 will occur on no more than one occasion during every 180-day period and any and all such suspensions will not exceed a total of 90 days in the Company shall aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). Parent will promptly give the Investors written notice to of any such suspension containing the Participating Holders approximate length of its determination to impose a Blackout Period as promptly as practicable the anticipated delay, and Parent will notify the Investors’ Representative upon the termination of its determination to lift a Blackout any Deferral Period. Upon notice by the Company to the Participating Holders receipt of any such determinationnotice from Parent of any Deferral Period, each Participating Holder of the Investors shall keep forthwith discontinue disposition of the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares Registrable Securities pursuant to the Shelf Registration Statement or Prospectus for relating thereto until the duration Investors’ Representative receives copies of the Blackout Period set forth in such notice (supplemented or amended prospectus contemplated hereby or until such Blackout Period shall be earlier terminated they are advised in writing by Parent that the Company) use of the prospectus may be resumed and promptly halt any use, publication, dissemination or distribution have received copies of any Prospectus covering any Participating Shares for additional or supplemented filings that are incorporated by reference in the duration of the Blackout Period prospectus, and, if so directed by ▇▇▇▇▇▇, the CompanyInvestors will, shall and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company any copies Parent all copies, other than permanent file copies, then in its the Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities. If Parent so postpones its obligations, the requesting Investor shall be entitled to withdraw such request in writing and, if such request is so withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2.01. Parent shall pay all expenses incurred in connection with any such Prospectusaborted registration or prospectus and such expenses shall be disregarded for purposes of calculating the Cap. (a) The parties hereto further agree and acknowledge that any suspension or non-use of the Registration Statement due to the updating of the Registration Statement to include any financial statement the Registration Statement is required to contain (the “Required Financial Statements”) shall not be deemed to be a suspension for purposes of Section 2.06(a), unless and until the seven business day period referenced in Section 2.06(c) shall have passed without the updating of financial statements required by Section 2.06(c). (b) Parent shall use its commercially reasonable efforts to update the Registration Statement on each date on which it shall be necessary to do so to cause the Registration Statement to contain the Required Financial Statements; provided, however, that, with respect to any financial period ending after the date of this Agreement, Parent shall not be obligated to update the Required Financial Statements pursuant to Section 2.06(b) and shall not be deemed to be in default under this sentence until seven business days after (or such earlier date as may be reasonably practicable) the date upon which such updated financial statements are required to be filed with the SEC. (c) The R Investor Group may not, without Parent’s prior written consent, submit any Demand Notice requesting to launch an Underwritten Offering within the period commencing 14 days prior to and ending two days following Parent’s scheduled earnings release date for any fiscal quarter or year.

Blackout Period. (a) Notwithstanding anything to the contrary contained in this Agreement to Agreement, the contrary, if Company may delay the filing and effectiveness of the Shelf Registration Statement and any other shelf registration statement, suspend the use of any such Shelf Registration Statement or any other shelf registration statement, or delay a Marketed Underwritten Shelf Offering or Non-Marketed Underwritten Shelf Offering if the Prospectus as required Board of Directors of the Company determines in Section 2.01(agood faith that (x) such filing, effectiveness or the continued use of such Shelf Registration Statement or other shelf (b) Notwithstanding anything herein to the contrary, the Tencent Investor shall not be permitted to exercise its rights under Section 1.2 if at any the time would, of receipt by the Company of a Take-Down Notice the Company determines in the good faith judgment that a secondary offering by any Demand Shareholder is reasonably contemplated to occur within (i) 45 days of such receipt, to the extent the Demand Shareholders have not consummated a secondary offering resulting in proceeds in excess of $100 million (“Secondary Offering”) or (ii) 30 days of such receipt if such Secondary Offering has occurred (such period in clauses (i) or (ii) from the date of receipt of such Take-Down Notice, “Demand Block Period”). The Company shall (a) promptly give the Tencent Investor written notice of such determination and (b) promptly give the Tencent Investor written notice at the conclusion of the Company, require Demand Block Period. Notwithstanding the Company to make an Adverse Disclosureforegoing, the Company shall be entitled to delay the filing not invoke more than three Demand Block Periods during any fiscal year of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of Company and any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension Demand Block Period shall not exceed thirty (30) be in excess of 45 days in each instance), from time to time, but in no event more than twice during any six (6) month period (if a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose Secondary Offering has not occurred or 30 days if a Blackout Period as promptly as practicable and of its determination to lift a Blackout PeriodSecondary Offering has occurred. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectus1.

Blackout Period. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than ninety (90) days after the Filing Date, if (i) prior to receiving the Demand Notice, the Company has determined to effect an offering of equity securities of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (iii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises ▇▇▇▇▇▇ Capital Group or EC Investments that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that such Demand Registration would adversely affect such offering or (B) in the case of an Underwritten Offering, the managing underwriter, if any, advises the Company in writing (in which case the Company will promptly notify ▇▇▇▇▇▇ Capital Group or EC Investments, as the case may be), that a sale or distribution of Registrable Securities would adversely affect such offering by the Company. (b) Notwithstanding anything contained in this Agreement Section 2.1 to the contrary, if the filing Board of Directors of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time wouldCompany determines, in the good faith judgment exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, require the Company to make an Adverse Disclosurewill promptly give the ▇▇▇▇▇▇ Capital Group or EC Investments, as the Company shall case may be, written notice of such determination and will be entitled to delay postpone the preparation, filing or effectiveness or suspend the effectiveness of the Shelf an effective Demand Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time not to exceed 90 days. (c) Notwithstanding anything contained in this Section 2.2 to the case of any suspension of the use of the Shelf Registration Statement or Prospectuscontrary, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in there will be no event more than twice two Blackout Periods during any six (6) consecutive 12-month period (during the time in which ▇▇▇▇▇▇ Capital Group or EC Investments may request a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares registration pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such ProspectusSection 2.1.

Blackout Period. Notwithstanding anything else in this Agreement to the contrarySection 36.3, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement if, at any time wouldduring which a Prospectus is required to be delivered in connection with the sale of any Conversion Shares, Sun determines in the good faith judgment that a development has occurred or a condition exists as a result of which the Company, require the Company to make an Adverse Disclosure, the Company shall be entitled to delay the filing of the Shelf Required Registration Statement or Prospectus contains a material misstatement or suspend use omission, or that a material transaction in which Sun is engaged or proposes to engage would require an amendment to the Required Registration Statement, a supplement to such Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be materially detrimental to the consummation of the Shelf transaction, or if the Required Registration Statement or Prospectus for is filed on a reasonable period Form S-1 Registration Statement and a post-effective amendment thereto becomes necessary, Sun will immediately notify Lessor thereof by telephone and in writing. Upon receipt of time (in the case such notification, Lessor and its affiliates will immediately suspend all offers and sales of any suspension Conversion Shares pursuant to such Required Registration Statement. In such event, Sun will amend or supplement such Required Registration Statement and Prospectus or make such filings or public disclosures as promptly as practicable and will use commercially reasonable efforts to take such other steps as may be required to permit sales of all Conversion Shares thereunder by Lessor in accordance with applicable federal and state securities laws. Sun will promptly notify Lessor after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the use of the Shelf Required Registration Statement and Prospectus (as so amended or Prospectussupplemented, if applicable) to Lessor in accordance with this Section 36.3. Notwithstanding the foregoing, (A) under no circumstances shall Sun be entitled to exercise its right to suspend sales of any Conversion Shares as provided in this Section 36.3.6, pursuant to the Required Registration Statement, for more than a total of sixty days in any twelve (12)-month period, (B) the period during which such suspension sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) days in (which need not be consecutive and provided that if the Required Registration Statement is filed on a Form S-1 Registration Statement, such thirty (30) day period shall be extended one day for each instanceday the Required Registration Statement is ineffective due solely to the requirement that a post-effective amendment of the Required Registration Statement which has been filed has not become effective), from time to time, but in and (C) no event more Blackout Period may commence less than twice during any six thirty (630) month period (a “days after the end of the preceding Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectus.

Blackout Period. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than ninety (90) days after the Filing Date, if (i) prior to receiving the Demand Notice, the Company has determined to effect an offering of equity securities of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (iii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises P▇▇▇▇▇ Capital Group or EC Investments that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that such Demand Registration would adversely affect such offering or (B) in the case of an Underwritten Offering, the managing underwriter, if any, advises the Company in writing (in which case the Company will promptly notify P▇▇▇▇▇ Capital Group or EC Investments, as the case may be), that a sale or distribution of Registrable Securities would adversely affect such offering by the Company. (b) Notwithstanding anything contained in this Agreement Section 2.1 to the contrary, if the filing Board of Directors of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time wouldCompany determines, in the good faith judgment exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, require the Company to make an Adverse Disclosurewill promptly give the P▇▇▇▇▇ Capital Group or EC Investments, as the Company shall case may be, written notice of such determination and will be entitled to delay postpone the preparation, filing or effectiveness or suspend the effectiveness of the Shelf an effective Demand Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time not to exceed 90 days. (c) Notwithstanding anything contained in this Section 2.2 to the case of any suspension of the use of the Shelf Registration Statement or Prospectuscontrary, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in there will be no event more than twice [two] Blackout Periods during any six (6) consecutive 12-month period (during the time in which P▇▇▇▇▇ Capital Group or EC Investments may request a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares registration pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such ProspectusSection 2.1.

Blackout Period. Notwithstanding anything in any other provision of this Agreement to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure1, the Company shall be entitled have the right but not the obligation to delay defer the filing of (but not the Shelf Registration Statement or Prospectus preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration, including in connection with the Re-IPO or Demand Re-IPO, as applicable, (whether prior to or after receipt by the Company of an Underwritten Offering Request or Demand Request) if the Shelf Registration Statement Company’s Board of Directors determines in its reasonable good faith judgment (with the advice of competent counsel expert in such matters) (i) that any such registration or Prospectus for a reasonable offering would require the disclosure, under applicable securities laws and/or other laws, of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would be materially adverse to the Company; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; or (ii) that the offer or sale of Registrable Securities would, or would reasonably be expected to, materially impede, delay or interfere with any significant financing, significant acquisition, corporate reorganization or other significant transaction then pending or proposed to be taken by the Company or any of its subsidiaries (or any negotiations, discussions or pending proposals pending thereto); provided that, the period of time any delay or suspension under exceptions (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension i) and/or (ii) shall not exceed thirty a period of forty-five (3045) days each, extendable by the Company’s Board of Directors up to a total of ninety (90) days, and any such delays or extensions shall not in aggregate exceed (x) two (2) in number or ninety (90) days, in each instance), from time to time, but case in no event more than twice during any six consecutive twelve (612) month period (any such period, a “Blackout Period”, and any event triggering any such delay or suspension, a “Blackout Event”); provided, however, that in such event, the majority of requesting Holders will be entitled to withdraw any request for a Demand Registration or an Underwritten Offering and, if such request is withdrawn, such Demand Registration or Underwritten Offering will not count as a Demand Registration or an Underwritten Offering and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Participating Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its determination to impose declaration of a Blackout Period as promptly as practicable and of its determination the expiration of the relevant Blackout Period (a “Blackout Notice”). If the filing of any Demand Registration is suspended or an Underwritten Offering is delayed pursuant to lift this Section 1(e), once the Blackout Period ends, the Threshold Backstop Parties may request a new Demand Registration or a new Underwritten Offering (and such request shall not be counted as an additional Underwritten Offering or Demand Registration for purposes of either Section 1(a)(vi) or Section 1(b)(i)). The Company shall not include any material non-public information in the Blackout Notice and/or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Blackout PeriodNotice and prior to receipt of an End of Blackout Notice. Upon Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Blackout Notice”), which End of Blackout Notice shall be given by the Company to the Participating Holders with Registrable Securities included on any suspended Registration Statement and counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any such determinationBlackout Event. Notwithstanding any provision herein to the contrary, each Participating Holder shall keep if the fact of Company gives a Blackout Notice with respect to any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares Registration Statement pursuant to this Section 1(e), the Shelf Company agrees that it shall (i) extend the period which such Registration Statement or Prospectus for shall be maintained effective pursuant to this Agreement by the duration number of days during the period from the date of receipt by the Holders of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing Notice to and including the date of receipt by the CompanyHolders of the End of Blackout Notice; and (ii) and promptly halt any use, publication, dissemination or distribution provide copies of any Prospectus covering any Participating Shares for the duration of the Blackout Period andsupplemented or amended prospectus necessary to resume sales, if so directed requested by any Holder; provided that such period of time shall not be extended beyond the Company, shall deliver to the Company any copies then in its possession of any date that there are no longer Registrable Securities covered by such ProspectusRegistration Statement.

Blackout Period. Notwithstanding anything in any other provision of this Agreement to the contraryAgreement, if the filing Stockholder acknowledges that Netopia has insider trading policies t▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇tain persons from acquiring or disposing of securities of Netopia during certain specified periods because of the Shelf Registration Statement likelihood of the existence of a material development or potential material development involving Netopia which has not been publicly disclosed ("Material Nonpublic Information") (such specified periods referred to as "Specified Blackout Periods"), and that at other times when such a person indicates a desire to acquire or dispose of securities of Netopia, Netopia may advise against, and/or prohibit such persons from, engaging in such transaction because of the Prospectus as required existence of Material Nonpublic Information that in Section 2.01(aNetopia's reasonable judgment would require a prospectus supplement or post-effective amendment to be filed with the SEC, until (i) such information is no longer Material Nonpublic Information or the continued use (ii) until further public disclosures (including, without limitation, an amendment or supplement to a registration statement or a 1934 Act filing) of such Shelf Registration Statement information are made (such periods when Netopia advises against and/or prohibits such transactions are referred to as "Other Blackout Periods"). Each Stockholder agrees that at any time wouldthat the Stockholder is an employee, officer or director of Netopia following the Merger (each, an "Affiliated Stockholder"), Stockholder will not sell any Registrable Shares during any Specified Blackout Period. In addition, each Stockholder agrees that Netopia may delay Stockholder's ability to sell Registrable Shares pursuant to the Form S-3 if Netopia delivers a certificate in writing to Stockholder (a "Blackout Notice") to the effect that an Other Blackout Period is in effect. In such an event, Stockholder shall immediately cease any sales of Registrable Shares and shall not sell any further Registrable Shares from the period commencing with receipt of the Blackout Notice and ending upon receipt of the notice referred to in the good faith judgment of next sentence that the CompanyOther Blackout Period has terminated. If Stockholder has delivered a Sale Notice and Netopia has delivered a Blackout Notice, require the Company to make an Adverse Disclosure, the Company then Netopia shall be entitled to delay the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, notify Stockholder promptly but in no event more later than twice during two (2) business days following the termination of any six (6) month period (a “Other Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectus.

Blackout Period. (a) Notwithstanding anything contained in this Agreement Section 2.1 to the contrary, if (i) at any time during which Holders may request a registration pursuant to Section 2.1, the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (ii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises the Holders that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that a sale or distribution of Registrable Securities would adversely affect such offering or (B) the managing underwriter, if any, advises the Company in writing (in which case the Company will notify the Holders) that a sale or distribution of Registrable Securities would adversely affect such offering, then the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to Section 2.1 beginning the 30 days prior to the date the Company in good faith estimates will be the date of the filing of, and ending on the date which is 90 days following the effective date of, such registration statement. (b) Notwithstanding anything contained in Section 2.1 to the contrary, if the filing Board of Directors of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time wouldCompany determines, in the good faith judgment exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, require the Company to make an Adverse Disclosure, will promptly give the Company shall Holders written notice of such determination and will be entitled to delay postpone the preparation, filing or effectiveness or suspend the effectiveness of the Shelf a Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time not to exceed 90 days. (c) Notwithstanding anything contained in this Section 2.2 to the case of any suspension of the use of the Shelf Registration Statement or Prospectuscontrary, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in there will be no event more than twice two Blackout Periods during any six (6) consecutive 12-month period (during the time in which Holders may request a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares registration pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such ProspectusSection 2.1.

Blackout Period. Notwithstanding anything (i) The Company’s obligations pursuant to Section 4(a), Section 4(b) and Section 4(c) hereof will be suspended upon the occurrence of any Suspension Event; provided, that (x) any all such suspensions will not exceed seventy-five (75) calendar days in this Agreement the aggregate in any consecutive 12-month period; but provided further that such number of days shall be increased thereafter by the number of days for which the Company has used its reasonable best efforts to eliminate Suspension Events caused by events outside of its ability to control, and (y) the Company shall not register any securities for its own account or that of any other stockholder during such period other than (1) a registration relating to the contrary, if the filing sale of securities to employees of the Shelf Registration Statement Company or a Subsidiary pursuant to a stock option, stock purchase, or similar plan; (2) a registration relating to a “SEC Rule 145 transaction”; and/or (3) any registration statement that relates to the Prospectus underlying cause of any such Suspension Event (the period during which such obligations are suspended is referred to herein as required in Section 2.01(aa “Suspension Period”). (ii) or From and after the continued use delivery of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosurea Demand Notice (until properly rescinded as provided herein), the Company shall be entitled to delay will promptly give each Stockholder written notice of any Suspension Event, containing the filing approximate length of the Shelf anticipated delay, and will notify each Stockholder upon the termination of any Suspension Period. (iii) Each Stockholder agrees that upon receipt of any notice from the Company of the occurrence of a Suspension Event, such Stockholder will immediately discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus or suspend use of until it is advised in writing by the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of Company that the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall may be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectusresumed.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing (a) The obligations of the Shelf Company to take the actions contemplated by Section 6.01, Section 6.02 and Section 6.04 hereof will be suspended (i) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Prospectus as required in Section 2.01(aCompany from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the continued use of such Shelf Registration Statement at any time wouldcontemplated offering), and the Board has determined, in the good faith judgment exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the Company to make an Adverse Disclosuredisclosure of which, the Company shall be entitled to delay Board has determined, in the filing good faith exercise of its reasonable business judgment, is not in the best interests of the Shelf Registration Statement Company, or Prospectus or suspend use of (D) otherwise represent an undue hardship for the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”)Company; provided, however, that any and all such suspensions pursuant to this Section 6.06 will not exceed 90 consecutive days or a total of 120 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investor Representatives written notice of any such suspension containing the approximate length of the anticipated delay, and the Company shall give written notice to will notify the Participating Holders Investors upon the termination of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout any Deferral Period. Upon receipt of any notice by from the Company to the Participating Holders of any such determinationDeferral Period, each Participating Holder of the Investors shall keep forthwith discontinue disposition of the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares Registrable Securities pursuant to the Shelf Registration Statement or Prospectus for relating thereto until the duration Investor Representatives receive copies of the Blackout Period set forth in such notice (supplemented or amended prospectus contemplated hereby or until such Blackout Period shall be earlier terminated they are advised in writing by the Company) Company that the use of the prospectus may be resumed and promptly halt any use, publication, dissemination or distribution have received copies of any Prospectus covering any Participating Shares for additional or supplemented filings that are incorporated by reference in the duration of the Blackout Period prospectus, and, if so directed by the Company, shall the Investors will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company any copies all copies, other than permanent file copies, then in its the Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities. (b) The parties hereto further agree and acknowledge that any suspension or non-use of the Registration Statement due to the updating of the Registration Statement to include any financial statement the Registration Statement is required to contain (the “Required Financial Statements”) shall not be deemed to be a suspension for purposes of Section 6.06(a), unless and until the seven business day period referenced in Section 6.06(c) shall have passed without the updating of financial statements required by Section 6.06(c). (c) The Company shall use its commercially reasonable efforts to update the Registration Statement on each date on which it shall be necessary to do so to cause the Registration Statement to contain the Required Financial Statements; provided, however, that, with respect to any financial period ending after the Effective Date, the Company shall not be obligated to update the Required Financial Statements pursuant to Section 6.06(b) and shall not be deemed to be in default under this sentence until seven business days after (or such Prospectusearlier date as may be reasonably practicable) the date upon which such updated financial statements are required to be filed with the SEC.

Blackout Period. (i) Subject to the provisions of this Section 2(c) and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of the Registration Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to managing underwriter (if any) and the Investor, may direct the Investor to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary offering; (2) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the use of the Registration Statement has been suspended in accordance with this Section 2(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Investor to resume sales of the Registrable Securities as soon as possible. (ii) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the managing underwriter (if any) and the Investor to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 2(c)(i)) and the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Investor shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, the Investor will deliver to the Company (at the expense of the Company) all copies (other than permanent file copies) then in the Investor’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Investor may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Investor and the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding anything in this Agreement any provision herein to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Company shall give a Suspension Notice pursuant to this Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure2, the Company agrees that it shall be entitled to delay extend the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in during which the case applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of any suspension days during the period from the date of receipt by the Investor of the use Suspension Notice to and including the date of receipt by the Investor of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders End of its determination to impose a Blackout Period as promptly as practicable Suspension Notice and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration copies of the Blackout Period set forth in such notice (supplemented or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any amended Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver necessary to the Company any copies then in its possession of any such Prospectusresume sales.

Blackout Period. Notwithstanding anything (a) The Company’s obligations pursuant to Section 3.01, Section 3.02 and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon the receipt of comments from the SEC on any document incorporated by reference in this Agreement to the contrary, if the filing of the Shelf Registration Statement or (2) if compliance with such obligations would (a) violate applicable Law or otherwise prevent the Prospectus as required in Section 2.01(aCompany from complying with applicable Law, (b) require the Company to disclose a financing, acquisition, disposition or other corporate development, and the continued use chief executive officer of such Shelf Registration Statement at any time wouldthe Company has determined, in the good faith judgment exercise of his reasonable business judgment, that such disclosure is not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain an Adverse Disclosureuntrue 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, (d) otherwise require premature disclosure of information the disclosure of which, the Company shall be entitled to delay the filing chief executive officer of the Shelf Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for the Company; provided that (i) any and all such suspensions pursuant to clause (1) will not exceed 120 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), (2)(c), (2)(d) or (2)(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Period”). The Company will promptly give Tengelmann written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify Tengelmann upon the termination of any Deferral Period. Upon receipt of any notice from the Company of any Deferral Period, Tengelmann shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement or Prospectus or suspend use relating thereto until Tengelmann receives copies of the Shelf Registration Statement supplemented or Prospectus for a reasonable period of time (amended prospectus contemplated hereby or until it is advised in writing by the case of any suspension of Company that the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable prospectus may be resumed and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders has received copies of any such determinationadditional or supplemented filings that are incorporated by reference in the prospectus, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall Tengelmann will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company any copies all copies, other than permanent file copies, then in its Tengelmann’s or such Underwriter’s or Underwriters’ possession of any the current prospectus covering such ProspectusRegistrable Securities.

Blackout Period. Notwithstanding anything The Company may postpone the filing or effectiveness of any Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement (and in this Agreement to the contrary, each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the filing board of directors of the Shelf Registration Statement Company determines in good faith that such registration or the Prospectus as required in Section 2.01(a) or the continued use sale by Holder of Registrable Securities under such Shelf Registration Statement at such time (i) would adversely affect a pending or proposed significant corporate event, proposed financing or negotiations, proposed offering of equity securities by the Company on its behalf or pursuant to an underwritten public offering for selling stockholders pursuant to the Registration Rights Agreement dated September 3, 2013 between the Company and stockholders specified in such agreement or the Registration Rights Agreement dated November 15, 2016 between the Company and stockholders specified in such agreement (the “2016 Registration Rights Agreement”), or any other registration rights agreement or similar agreement that the Company is subject to as of the date hereof or (ii) would require the disclosure of material non-public information the disclosure of which at such time would, in the good faith judgment of the board of directors of the Company, require be materially adverse to the interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (B) in the case of clause (ii) above, until the earlier to make occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which such information is otherwise publicly disclosed by the Company; or (C) in any event, in the case of either clause (i) or (ii) above, for more than 90 days after the date of the determination of the board of directors of the Company; provided further that the Company may not postpone the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an Adverse Disclosureaggregate of 90 days in any 365-day period. In addition to the foregoing, the Company shall be entitled have 4899-8278-0250 v.4 the right to delay the filing suspend ▇▇▇▇▇▇’s ability to use a Prospectus in connection with non-underwritten sales off of the Shelf a Registration Statement or Prospectus or suspend use during each of its regular quarterly blackout periods applicable to directors and senior officers under the Shelf Registration Statement or Prospectus for a reasonable period of time (Company’s policies in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), existence from time to time. The Company shall not be required to effectuate an underwritten offering (during such a regular quarterly blackout period or otherwise) to the extent the Company reasonably concludes, but after consultation in no event more than twice during any six (6) month period (a “Blackout Period”); provided, howevergood faith with Holder, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any cannot provide adequate, timely disclosure or satisfy other underwriting conditions in connection with such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectusoffering without undue burden.

Blackout Period. Notwithstanding anything in this Agreement to Upon receipt of a written notice from the contrary, if the filing Company stating that an event of the Shelf Registration Statement or the Prospectus as required kind described in Section 2.01(a2.1(g)(iv) or has occurred and the continued use number of such Shelf Registration Statement at any time would, in calendar days following the good faith judgment date of the Company, require the Company to make an Adverse Disclosure, notice on or before which the Company shall be entitled to delay the filing deliver a supplemented or amended prospectus contemplated by Section 2.1(g)(iv) (such number of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period notice, the "Delivery Period"), the Investor shall be earlier terminated in writing by discontinue the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration Investor's offer of the Registrable Securities pursuant to the Registration Statement relating to such Registrable Securities until the Investor shall have received copies of the supplemented or amended prospectus contemplated by Section 2.1(g)(iv) (the number of calendar days from and including the date of delivery of such notice until delivery of such prospectuses, the "Blackout Period Period") and, if so directed by the Company, shall will deliver to the Company any (at the Company's expense) all copies other than permanent file copies then in its the Investor's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice. The Company may not deliver more than two such notices during any twelve calendar month period. The Company shall set the length of each Delivery Period such Prospectus.that the following sum shall not exceed 120 calendar days: (x) the number of days in all prior Blackout Periods in the twelve calendar month period ending on the last day of such proposed Delivery Period, plus (y) the number of days in all Holdback Periods in the twelve calendar month period ending on the last day of such proposed Delivery Period, plus (z) the number of days in such proposed Delivery Period. If the Company shall fail to deliver a supplemented or amended prospectus contemplated by Section 2.1(g)(iv) before the expiration of the applicable Delivery Period, the Company shall pay to the Investor an amount equal to two percent (2.0%) per calendar month (pro rated for portions thereof) of the aggregate purchase price of all Registrable Securities beginning on the first day following expiration of the applicable Delivery Period and ending on the expiration date of the applicable Blackout Period (the "Blackout Fee"). The Company shall pay Blackout Fees on the first Trading Day after the earlier to occur of (1) the expiration of the

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a(a) or the continued use of such Shelf Registration Statement If (i) at any time wouldduring which Holders may request a registration pursuant to Section 3.1, the Company files or proposes to file a registration statement with respect to an offering of debt securities of the Company for its own account and (ii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises the Holders in writing that the Board of Directors of the Company has determined, in the good faith judgment exercise of its reasonable business judgment, that a sale or distribution of Registrable Securities would adversely affect such offering or (B) the managing underwriter or underwriters, if any, advise the Company in writing (in which case the Company will notify the Holders) that a sale or distribution of Registrable Securities would adversely affect such offering, then the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to Section 3.1 during the 30 calendar days prior to the date the Company in good faith estimates (as certified in writing by an officer of the Company to the Holders following a request for registration pursuant to Section 3.1) will be the date of the filing of, and ending on the date which is 90 calendar days following the effective date of, such registration statement. (b) If the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction involving the Company or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, require the Company to make an Adverse Disclosure, will promptly give the Company shall Holders written notice of such determination and will be entitled to delay postpone the filing or effectiveness of the Shelf a Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not to exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”)90 calendar days; provided, however, that the Company shall give written notice will deliver to the Participating Holder or Holders that have requested registration a general statement, signed by an officer of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company will promptly notify such Holders of the expiration or earlier termination of such a period. (c) Notwithstanding anything in this Section 3.2 to the Company contrary, there will be no more than one delay period as contemplated by this Section 3.2 during any copies then consecutive 12-month period during the time in its possession of any such Prospectuswhich Holders may request a registration pursuant to Section 3.1.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure, the Company Regent shall be entitled to delay the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus elect that any registration statement filed hereunder not be useable, for a reasonable period of time time, but not in excess of 20 consecutive days, which period may be extended to 60 consecutive days with the consent of Wall▇▇-▇▇▇▇▇▇ (▇▇ch a "Blackout Period"), if Regent determines in good faith that the case registration and distribution of any suspension of Registrable Securities (or the use of such registration statement or related prospectus) would materially interfere with any pending financing, acquisition, corporate reorganization or any other significant corporate development involving Regent (other than a corporate development described in Section 6) or would require premature disclosure thereof and promptly gives the Shelf Registration Statement holders of record of Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement or Prospectusrestriction on use and an approximation of the length of the anticipated delay; PROVIDED, such suspension HOWEVER, that the aggregate number of days included in all Blackout Periods during any consecutive 12 month period shall not exceed thirty an aggregate of (30x) 135 days in each instance)minus (y) the number of days the holders of Registrable Securities are required to refrain from effective public sales or distributions of Registrable Securities pursuant to Section 6 during such period; and PROVIDED, from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, howeverFURTHER, that Regent shall not be entitled to initiate a Blackout Period unless it shall concurrently forbid purchases or sales of Regent stock in the Company open market by all of the directors and senior executives of Regent. Regent shall give written notice to each Stockholder of record of Registrable Securities of the Participating Holders commencement and the termination of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a any Blackout Period. Upon The Blackout Period shall begin and end when the applicable notice by the Company to the Participating Holders of any such determination, each Participating Holder is given (unless it shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares earlier terminate pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectusterms hereof).

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a(a) or the continued use of such Shelf Registration Statement If (i) at any time wouldduring which Holders may request a registration pursuant to SECTION 3.1, the Company files or proposes to file a registration statement with respect to an offering of debt securities of the Company for its own account and (ii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises the Holders in writing that the Board of Directors of the Company has determined, in the good faith judgment exercise of its reasonable business judgment, that a sale or distribution of Registrable Securities would adversely affect such offering or (B) the managing underwriter or underwriters, if any, advise the Company in writing (in which case the Company will notify the Holders) that a sale or distribution of Registrable Securities would adversely affect such offering, then the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to SECTION 3.1 during the 30 calendar days prior to the date the Company in good faith estimates (as certified in writing by an officer of the Company to the Holders following a request for registration pursuant to SECTION 3.1) will be the date of the filing of, and ending on the date which is 90 calendar days following the effective date of, such registration statement. (b) If the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction involving the Company or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, require the Company to make an Adverse Disclosure, will promptly give the Company shall Holders written notice of such determination and will be entitled to delay postpone the filing or effectiveness of the Shelf a Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectusnot to exceed 90 calendar days; PROVIDED, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, howeverHOWEVER, that the Company shall give written notice will deliver to the Participating Holder or Holders that have requested registration a general statement, signed by an officer of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company will promptly notify such Holders of the expiration or earlier termination of such a period. (c) Notwithstanding anything in this SECTION 3.2 to the Company contrary, there will be no more than one delay period as contemplated by this SECTION 3.2 during any copies then consecutive 12-month period during the time in its possession of any such Prospectuswhich Holders may request a registration pursuant to SECTION 3.1.

Blackout Period. Notwithstanding anything in this Agreement to Upon receipt of a written notice from the contrary, if the filing Company stating that an event of the Shelf Registration Statement or the Prospectus as required kind described in Section 2.01(a2.1(g)(iv) or has occurred and the continued use number of such Shelf Registration Statement at any time would, in calendar days following the good faith judgment date of the Company, require the Company to make an Adverse Disclosure, notice on or before which the Company shall be entitled to delay the filing deliver a supplemented or amended prospectus contemplated by Section 2.1(g)(iv) (such number of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period notice, the "Delivery Period"), the Investor shall be earlier terminated in writing by discontinue the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration Investor's offer of the Registrable Securities pursuant to each Registration Statement relating to such Registrable Securities until the Investor shall have received copies of the supplemented or amended prospectus contemplated by Section 2.1(g)(iv) (the number of calendar days from and including the date of delivery of such notice until delivery of such prospectuses, the "Blackout Period Period") and, if so directed by the Company, shall will deliver to the Company any (at the Company's 8 9 expense) all copies other than permanent file copies then in its the Investor's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice. The Company may not deliver more than two such notices during any twelve calendar month period. The Company shall set the length of each Delivery Period such Prospectusthat the following sum shall not exceed 120 calendar days: (x) the number of days in all prior Blackout Periods in the twelve calendar month period ending on the last day of such proposed Delivery Period, plus (y) the number of days in such proposed Delivery Period. If the Company shall fail to deliver a supplemented or amended prospectus contemplated by Section 2.1(g)(iv) before the expiration of the applicable Delivery Period, the Company shall pay to the Investor an amount equal to two percent (2.0%) per calendar month (pro rated for portions thereof) of the aggregate purchase price of all Registrable Securities beginning on the first day following expiration of the applicable Delivery Period and ending on the expiration date of the applicable Blackout Period (the "Blackout Fee"). The Company shall pay Blackout Fees on the first Trading Day after the earlier to occur of (1) the expiration of the applicable Blackout Period and (2) the last day of each calendar month during a Blackout Period. In the event that the Investor uses a prospectus in connection with the offering and sale of any of the Registrable Securities covered by such prospectus, the Investor will use only the latest version of such prospectus provided by the Company to the Investor.

Blackout Period. Notwithstanding anything (a) If (i) during the Effective Period, Parent shall file or propose to file a registration statement (other than in this Agreement connection with the registration of securities issuable pursuant to a continuous pursuant to Rule 415 under the Securities Act, an employee stock option, stock purchase, dividend reinvestment plan or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to any securities of Parent and (ii) with reasonable prior notice, (A) Parent (in the case of a non-underwritten offering pursuant to such registration statement) determines in good faith, and advises the Holders in writing, that a sale or distribution of Registrable Securities would materially adversely affect such offering or (B) the managing underwriter or underwriters (in the case of an underwritten offering) advise Parent in writing (in which case Parent shall notify the Holders), that a sale or distribution of Registrable Securities would adversely affect such offering, then Parent shall not be obligated to effect the initial filing of a Registration Statement pursuant to Section 4 during the period commencing on the date that is 30 days prior to the contrarydate Parent in good faith estimates (as certified in writing by an officer of Parent to the Holders following a request for registration pursuant to Section 4(a)) will be the date of filing of, if and ending on the filing date which is 30 days following the effective date of, such registration statement (a "Section 6(a) Period"). (b) If Parent determines in good faith that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any pending material financing (other than a financing of the Shelf Registration Statement or the Prospectus as required type described in Section 2.01(a6(a)), acquisition, corporate reorganization or other significant transaction involving Parent or (ii) or would require disclosure of material of non-public material information, the continued use disclosure of such Shelf Registration Statement at any time wouldwhich would materially and adversely affect Parent, and, in the good faith judgment case of (ii), Parent is concurrently forbidding purchases or sales in the Companyopen market by senior executives of Parent, require Parent shall promptly give the Company to make an Adverse Disclosure, the Company Holders written notice of such determination and shall be entitled to delay postpone the filing or effectiveness of the Shelf a Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not to exceed thirty (30) 90 days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “"Section 6(b) Period" and, together with a Section 6(a) Period, a "Blackout Period”"); providedPROVIDED, howeverHOWEVER, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, Parent shall deliver to Counsel to the Company any copies then in its possession Holders a general statement, signed by an officer of any Parent, of the reasons for such Prospectus.postponement or restriction on use and an estimate of the anticipated delay. Parent shall promptly notify each Holder of the expiration or earlier termination of a Section 6(b)

Blackout Period. Notwithstanding anything (a) The Company may suspend, at any time or from time to time, the use of the prospectus which forms part of the Registration Statement (the "Prospectus") for a period or periods of time not to exceed an aggregate of 60 calendar days in this Agreement to the contraryany 12 month period, provided that during any three month period such aggregate period of time shall not exceed 30 calendar days (each, a "Blackout Period"), if the Company determines that the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at the Prospectus would (w) require the public disclosure of material non-public information concerning any time wouldtransaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Board of Directors of the Company, would materially interfere with such transaction or negotiations, (x) otherwise require premature disclosure of information that, in the good faith judgment of the Board of Directors of the Company, would adversely affect or otherwise be detrimental to the Company, (y) require amendment or supplement to the Registration Statement due to the happening of any event that comes to the attention of the Company to make an Adverse Disclosure, and as a result of which the Company shall be entitled to delay the filing of the Shelf Registration Statement or Prospectus would contain an untrue statement of a material fact or suspend use omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the Shelf circumstances under which they were made, not misleading, or (z) adversely affect the success of an offering of securities by the Company which the Company proposes to or has registered under applicable securities laws. The Company shall provide the Holders whose Registrable Stock is registered under the Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension with written notice of the use commencement of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a the termination of such Blackout Period. Upon . (b) The Purchaser agrees that, upon receipt of any written notice by from the Company to of the Participating Holders happening of any such determinationevent of the kind described in Section 7.3(a) (a "Material Event"), each Participating Holder shall keep the fact Purchaser will forthwith discontinue disposition of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Registrable Stock under the Prospectus for until the duration of Company confirms in writing that the Blackout Period set forth in such notice (has terminated and that the Prospectus may be used for the disposition of Registrable Stock or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any usereceipt of copies of a supplemented or amended Prospectus, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed requested by the Company, shall will deliver to the Company any all copies then of the Prospectus covering the Registrable Stock in its possession at the time of receipt of such notice. (c) The Purchaser shall, at any such Prospectustime it is engaged in a distribution of Registrable Stock, comply with all applicable laws.

Blackout Period. (i) Subject to the provisions of this Section 2(c) and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of the Registration Statement, following the effectiveness of a Registration Statement (and the filings with any foreign, federal or state securities commissions), the Company, by written notice to managing underwriter (if any) and the Participating Covered Holders, may direct the Participating Covered Holders to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary offering; (2) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) either (I) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (II) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (B) (x) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the use of the Registration Statement has been suspended in accordance with this Section 2(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use all reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Participating Covered Holders to resume sales of the Registrable Securities as soon as possible. (ii) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the managing underwriter (if any) and the Participating Covered Holders to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 2(c)(i)) and that the Company is using all reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. Such Participating Covered Holders shall not effect any sales of their Registrable Securities pursuant to such Registration Statement (or such filings) at any time after they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, such Participating Covered Holders shall deliver to the Company (at the expense of the Company) or destroy, all copies (other than permanent file copies) then in such Participating Covered Holders’ possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. Such Participating Covered Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to such Participating Covered Holders and the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding anything in this Agreement any provision herein to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Company shall give a Suspension Notice pursuant to this Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure2(c), the Company agrees that it shall be entitled to delay extend the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in during which the case applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of any suspension days during the period from the date of receipt by such Participating Covered Holders of the use Suspension Notice to and including the date of receipt by such Participating Covered Holders of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders End of its determination to impose a Blackout Period as promptly as practicable Suspension Notice and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration copies of the Blackout Period set forth in such notice (supplemented or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any amended Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver necessary to the Company any copies then in its possession of any such Prospectusresume sales.

Blackout Period. Notwithstanding anything in any other provision of this Agreement to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure1, the Company shall be entitled have the right but not the obligation to delay defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Shelf Registration Statement (whether prior to or Prospectus after receipt by the Company of a Shelf Takedown Request) if the Company’s strategy committee (or suspend use the Company’s board of directors, to the Shelf Registration Statement extent required by applicable law) determines in its reasonable good faith judgment (with the advice of competent counsel expert in such matters) (i) that any such registration or Prospectus offering would require the disclosure, under applicable securities laws and/or other laws, of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would be materially adverse to the Company; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; (ii) that any such registration or offering would require the inclusion in a registration statement or prospectus relating thereto of financial statements that are unavailable to the Company, including if the audit or review of such financial statements by the Company's external auditor for a reasonable inclusion in the Company's filings with the SEC has not been completed, or (iii) that the offer or sale of Registrable Securities would materially impede, delay or interfere with any significant financing, significant acquisition, corporate reorganization or other significant transaction then pending or proposed to be taken by the Company or any of its subsidiaries (or any negotiations, discussions or pending proposals pending thereto); provided that, the period of time (in the case of any suspension of the use of the Shelf Registration Statement delay or Prospectus, such suspension shall not exceed thirty a period of forty-five (3045) days and any such delays or extensions shall not in aggregate exceed (x) three (3) in number or (y) ninety (90) days, in each instance), from time to time, but case in no event more than twice during any six consecutive twelve (612) month period (any such period, a “Blackout Period”, and any event triggering any such delay or suspension, a “Blackout Event”); provided, however, that in such event, the majority of requesting Holders will be entitled to withdraw any request for an Underwritten Shelf Takedown and, if such request is withdrawn, such Underwritten Shelf Takedown will not count as an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Participating Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement within three (3) Business Days with respect to its determination declaration of a Blackout Period and of the expiration of the relevant Blackout Period (a “Blackout Notice”); provided, that the Company shall not be required to impose deliver any Blackout Notice to the extent that the Blackout Event and/or Blackout Period is set forth in the Company’s trading policies. If the filing of an Underwritten Shelf Takedown is delayed pursuant to this Section 1(f), once the Blackout Period ends, the Strategic Partners may request a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown for purposes of either Section 1(c)(i) or Section 1(c)(i)). The Company shall not include any material non- public information in the Blackout Notice and/or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Blackout Notice and prior to receipt of an End of Blackout Notice; provided, that the blackout periods shall not prevent Holders from selling in reliance on Rule 144 or on a private basis (subject to applicable law). Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Blackout Notice”), which End of Blackout Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Blackout Event; and following delivery of the End of Blackout Notice, the Company shall use commercially reasonable efforts to lift any and all suspensions on the sale of Registrable Securities that were in place during the blackout period and resume all trading activities in accordance with applicable laws and regulations. Notwithstanding any provision herein to the contrary, if the Company gives a Blackout Notice with respect to any Registration Statement pursuant to this Section 1(f), the Company agrees that it shall (i) extend the period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Blackout Notice to and including the date of receipt by the Holders of the End of Blackout Notice; and (ii) promptly provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement. The Company shall also use good faith efforts, including commercially reasonable efforts, to minimize the scope and duration of any Blackout Period and shall take such actions as are reasonably necessary to terminate any Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectuspracticable.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosureforegoing obligations, the Company may, upon written notice to the Purchasers, which notice shall be entitled to delay not contain any information that is or the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus Company reasonably believes is material non-public information, for a reasonable period of time after effectiveness, not to exceed 45 days (in each, a “Blackout Period”), delay the case filing of any suspension of the use of the Shelf an amendment to a Registration Statement or Prospectussuspend the effectiveness or use of any Registration Statement, in the event that (A) the Company is engaged in or negotiating significant corporate transaction that the Company has a bona fide business reason to keep confidential and the non-disclosure of which, in the reasonable determination of the Company would cause the Registration Statement to fail to comply with applicable disclosure requirements, (B) the Company does not yet have appropriate financial statements of any acquired or to be acquired entities necessary for filing, or (C) any other event occurs that makes any statement of a material fact made in such suspension Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in the Registration Statement in order to make the statements therein not misleading; provided, however, that any Blackout Period shall not exceed thirty terminate upon the earlier of (30i) days in each instancethe expiration of such 45 day period or (ii) the completion, resolution or public announcement of the relevant transaction or event. If the Company suspends the effectiveness of a Registration Statement pursuant to this Section 6.1(f), from time the Company shall as promptly as reasonably practicable following the termination of the circumstance which entitled the Company to timedo so, but take such actions as may be necessary to reinstate the effectiveness of such Registration Statement and give written notice to the Purchasers authorizing the Purchasers to resume offerings and sales pursuant to such Registration Statement. If as a result thereof the prospectus included in no event such Registration Statement has been amended or supplemented to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to each Purchaser given pursuant to this Section 6. The Company shall be entitled to exercise its rights under this Section 6.1(f) not more than twice during once in any six (6) month period (a “Blackout Period”)period; provided, however, that the aggregate number of days of all Blackout Periods hereunder shall not exceed 90 days in any twelve (12) month period. After the expiration of any Blackout Period and without further request from the Purchaser, the Company shall give written notice to effect the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading filing (or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement if required amendment or Prospectus for the duration supplement) of the Blackout Period Registration Statement, or the filing of other documents, as necessary to allow the Purchaser to resell the Shares and/or Warrant Shares as set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectusherein.

Blackout Period. Subject to the provisions of this Section 5(a) and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of the Registration Statement, prior to the filing of a Registration Statement or following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions) the Company, by written notice to the managing underwriter (if any) and the Purchaser, may suspend its obligation to file the Registration Statement with the Commission or direct the Purchaser to suspend sales of the Registrable Securities pursuant to a Registration Statement, as the case may be, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (1) the representative of the underwriters of an underwritten offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary offering; (2) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A)(x) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other similar significant transaction involving the Company or (y) after obtaining the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (B) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after obtaining the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the Company’s obligation to file the Registration Statement or the use of the Registration Statement has been suspended in accordance with this Section 5(a) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to file the Registration Statement, to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Purchasers to resume sales of the Registrable Securities as soon as possible. In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the managing underwriter (if any) and the Purchaser to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 5(a)) and the Company is using its commercially reasonable best efforts and taking all reasonable steps to file the Registration Statement or to terminate suspension of the use of the Registration Statement as promptly as possible. The Purchaser shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, the Purchaser will deliver to the Company (at the expense of the Company) all copies (other than permanent file copies) then in the Purchaser’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Purchaser may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Purchaser and the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. Notwithstanding anything in this Agreement any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 5(c), the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Purchaser of the Suspension Notice to and including the date of receipt by the Purchaser of the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales. PRIMARY REGISTRATION PROCEDURES. IN CONNECTION WITH THE COMPANY’S REGISTRATION OBLIGATIONS HEREUNDER WITH RESPECT TO A PRIMARY REGISTRATION STATEMENT, THE COMPANY SHALL: Not less than three (3) Trading Days prior to the filing of the Shelf each Primary Registration Statement or the any related Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company amendment or supplement thereto (including any document that would be incorporated or deemed to make an Adverse Disclosurebe incorporated therein by reference), the Company shall (i) furnish to the Holders and Purchaser Counsel copies of all such documents proposed to be entitled filed (other than those incorporated or deemed to delay be incorporated by reference), which documents will be subject to the filing review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Shelf Securities Act. The Company shall not file such Primary Registration Statement or Prospectus any related Prospectus, amendments or suspend use supplements thereto to which the Holders of a majority of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension Registrable Securities and Purchaser Counsel shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectusreasonably object.

Blackout Period. (i) Subject to the provisions of this Section 2(c) and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of the Registration Statement, following the effectiveness of a Registration Statement (and the filings with any foreign, federal or state securities commissions), the Company, by written notice to managing underwriter (if any) and the Participating Covered Shareholders, may direct the Participating Covered Shareholders to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary offering; (2) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the use of the Registration Statement has been suspended in accordance with this Section 2(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use all reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Participating Covered Shareholders to resume sales of the Registrable Securities as soon as possible. (ii) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the managing underwriter (if any) and the Participating Covered Shareholders to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 2(c)(i)) and that the Company is using all reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. Such Participating Covered Shareholders shall not effect any sales of their Registrable Securities pursuant to such Registration Statement (or such filings) at any time after they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, such Participating Covered Shareholders shall deliver to the Company (at the expense of the Company) all copies (other than permanent file copies) then in such Participating Covered Shareholders’ possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. Such Participating Covered Shareholders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to such Participating Covered Shareholders and the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding anything in this Agreement any provision herein to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Company shall give a Suspension Notice pursuant to this Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure2(c), the Company agrees that it shall be entitled to delay extend the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in during which the case applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of any suspension days during the period from the date of receipt by such Participating Covered Shareholders of the use Suspension Notice to and including the date of receipt by such Participating Covered Shareholders of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders End of its determination to impose a Blackout Period as promptly as practicable Suspension Notice and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration copies of the Blackout Period set forth in such notice (supplemented or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any amended Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver necessary to the Company any copies then in its possession of any such Prospectusresume sales.

Blackout Period. Notwithstanding anything in this Agreement to the contrarySection 2(a) above, if the filing Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Shelf Registration Statement Company (each, a “Blackout Notice”) stating that (i) there is a reasonable likelihood that such disclosure, registration statement or related prospectus to be filed, amended or supplemented, or any other action to be taken in connection with the Prospectus as required in Section 2.01(a) prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger, disposition of assets (outside the continued use ordinary course of such Shelf Registration Statement at any time wouldbusiness), in the good faith judgment of corporate reorganization or other similar transaction involving the Company, require or (ii) the occurrence or existence of any pending corporate development with respect to the Company to make an Adverse Disclosurethat the Company reasonably believes could render the registration statement or any related prospectus materially misleading, the Company shall be entitled to delay suspend the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement registration statement and related prospectus or Prospectus delay the delivery or filing, but not the preparation, of any amendment or supplement to the registration statement or otherwise delay the completion of any sale of Registrable Shares pursuant to the registration statement for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six not to exceed sixty (660) month period days (a the “Blackout Period”)) within any 365-day period beginning on the first day of a Blackout Period; and provided, howeverfurther, that any Blackout Period shall only be effective when and for so long as other holders, if any, of registration rights with respect to the Company’s securities are restricted from exercising their registration rights to the same or greater extent as the Holders. Upon receipt of a Blackout Notice, the Holders shall not effect sales of Registrable Shares pursuant to the registration statement. The Company shall give promptly deliver written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and the expiration or earlier termination of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectus.

Blackout Period. Notwithstanding anything any other provision of this Agreement, Holder acknowledges that Netopia has i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies that prohibit certain persons from acquiring or disposing of securities of Netopia during certain specified periods because of the likelihood of the existence of a material development or potential material development involving Netopia which has not been publicly disclosed (“Material Nonpublic Information”) (such specified periods referred to as “Specified Blackout Periods”), and that at other times when such a person indicates a desire to acquire or dispose of securities of Netopia, Netopia may advise against, and/or prohibit such persons from, engaging in this Agreement such transaction because of the existence of Material Nonpublic Information, until (a) such information is no longer Material Nonpublic Information or (b) until further public disclosures (including, without limitation, an amendment or supplement to a registration statement or a 1934 Act filing) of such information are made (such periods are referred to as “Other Blackout Periods”). Holder agrees that it will not sell any Registrable Shares pursuant to the contraryRegistration Statement during any Specified Blackout Period. In addition, each Holder agrees that Netopia may delay Holder’s ability to sell Registrable Shares pursuant to the Registration Statement if Netopia delivers a notice to Holder (a “Blackout Notice”) to the filing effect that an Other Blackout Period is in effect. In such an event, Holder shall immediately cease any sales of Registrable Shares pursuant to the Registration Statement and shall not sell any further Registrable Shares from the period commencing with receipt of the Shelf Registration Statement or Blackout Notice and ending upon receipt of the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, notice referred to in the good faith judgment of next sentence that the CompanyOther Blackout Period has terminated. If Holder has delivered a Sale Notice and Netopia has delivered a Blackout Notice, require the Company to make an Adverse Disclosure, the Company then Netopia shall be entitled to delay the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, notify Holder promptly but in no event more later than twice during two (2) business days following the termination of any six (6) month period (a “Other Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectus.

Blackout Period. Notwithstanding anything The Company may postpone the filing or effectiveness of any Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement (and in this Agreement to the contrary, each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the filing board of directors of the Shelf Registration Statement Company determines in good faith that such registration or the Prospectus as required in Section 2.01(a) or sale by the continued use Purchaser of Registrable Securities under such Shelf Registration Statement at any such time (i) would adversely affect a pending or proposed significant corporate event, proposed financing or negotiations, proposed offering of Common Stock by the Company on its behalf or an underwritten public offering for selling stockholders pursuant to the Registration Rights Agreement dated September 3, 2013 between the Company and stockholders specified in such agreement or the Registration Rights Agreement dated November 15, 2016 between the Company and stockholders specified in such agreement (the “2016 Registration Rights Agreement”), or the Registration Rights Agreement dated February 26, 2021 between the Company and stockholders specified in such agreement or discussions or pending proposals with respect thereto or (ii) would require the disclosure of material non-public information the disclosure of which at such time would, in the good faith judgment of the board of directors of the Company, require be materially adverse to the interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (B) in the case of clause (ii) above, until the earlier to make occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which such information is otherwise publicly disclosed by the Company; or (C) in any event, in the case of either clause (i) or (ii) above, for more than 90 days after the date of the determination of the board of directors of the Company; provided further that the Company may not postpone the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an Adverse Disclosureaggregate of 90 days in any 365-day period. In addition to the foregoing, the Company shall be entitled have the right to delay suspend the filing Purchaser’s ability to use a Prospectus in connection with non-underwritten sales off of the Shelf a Registration Statement or Prospectus or suspend use during each of its regular quarterly blackout periods applicable to directors and senior officers under the Shelf Registration Statement or Prospectus for a reasonable period of time (Company’s policies in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), existence from time to time. The Company shall not be required to effectuate an underwritten offering (during such a regular quarterly blackout period or otherwise) to the extent the Company reasonably concludes, but after consultation in no event more than twice during any six (6) month period (a “Blackout Period”); provided, howevergood faith with the Purchaser, that the Company cannot provide adequate, timely disclosure or satisfy other underwriting conditions in connection with such offering without undue burden. The Company shall give written notice use commercially reasonable efforts to amend the 2016 Registration Rights Agreement to include a provision therein (which the Company shall exercise) that provides blackout rights to the Participating Holders of its determination to impose a Blackout Period Company as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company set forth in Section 2.3(i) with respect to the Participating Holders registration of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading Series B Preferred Stock or transfer by it of any Participating Shares the Common Stock issued pursuant to the Shelf Registration Statement or Prospectus for conversion thereof if and when the duration Purchaser is engaged in an offering of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such ProspectusRegistrable Securities pursuant hereto.

Blackout Period. Notwithstanding anything (a) The Company shall be entitled to (x) defer any registration of Registrable Securities and shall have the right not to file and not to cause the effectiveness of any registration statement covering any Registrable Securities, (y) suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require the Investor of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement (i) upon the receipt of comments from the SEC on any document incorporated by reference in this Agreement to the contraryRegistration Statement, if the filing effect of such comments were to indicate that such document was materially misleading, until it has received copies of a corrective supplemented or amended prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice) or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a bona fide and material financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the chief executive officer of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time wouldCompany has determined, in the good faith judgment exercise of his reasonable business judgment, that such disclosure is not in the best interest of the Company or (C) upon advice of counsel, otherwise require premature disclosure of information, the disclosure of which the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, require the Company to make an Adverse Disclosure, the Company shall be entitled to delay the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that such suspensions pursuant to this Section 2.06 will occur on no more than one occasion during every 12-month period and any and all such suspensions will not exceed a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors written notice of any such suspension containing the approximate length of the anticipated delay, and the Company shall give written notice to will notify the Participating Holders Investors’ Representative upon the termination of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout any Deferral Period. Upon receipt of any notice by from the Company to the Participating Holders of any such determinationDeferral Period, each Participating Holder of the Investors shall keep forthwith discontinue disposition of the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares Registrable Securities pursuant to the Shelf Registration Statement or Prospectus for relating thereto until the duration Investors’ Representative receives copies of the Blackout Period set forth in such notice (supplemented or amended prospectus contemplated hereby or until such Blackout Period shall be earlier terminated they are advised in writing by the Company) Company that the use of the prospectus may be resumed and promptly halt any use, publication, dissemination or distribution have received copies of any Prospectus covering any Participating Shares for additional or supplemented filings that are incorporated by reference in the duration of the Blackout Period prospectus, and, if so directed by the Company, shall the Investors will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company any copies all copies, other than permanent file copies, then in its the Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities. If the Company so postpones its obligations, the requesting Investor shall be entitled to withdraw such request in writing and, if such request is so withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2.01. The Company shall pay all expenses incurred in connection with any such Prospectusaborted registration or prospectus. (b) The parties hereto further agree and acknowledge that any suspension or non-use of the Registration Statement covering the sale of Registrable Securities due to the updating of such Registration Statement to include any financial statement that such Registration Statement is required to contain (the “Required Financial Statements”) shall not be deemed to be a suspension for purposes of Section 2.06(a), unless and until the seven Business Day period referenced in Section 2.06(c) shall have passed without the updating of financial statements required by Section 2.06(c). (c) The Company shall use its reasonable best efforts to update the Registration Statement on each date on which it shall be necessary to do so to cause the Registration Statement covering the sale of Registrable Securities to contain the Required Financial Statements; provided, however, that, with respect to any financial period ending after the date of this Agreement, the Company shall not be obligated to update the Required Financial Statements pursuant to Section 2.06(b) and shall not be deemed to be in default under this sentence until seven Business Days after (or such earlier date as may be reasonably practicable) the date upon which such updated financial statements are required to be filed with the SEC. (d) A Demanding Key Holder may not, without the Company’s prior written consent, submit any Demand Notice requesting to launch an Underwritten Offering within the period commencing 14 days prior to and ending two days following the Company’s scheduled earnings release date for any fiscal quarter or year.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing (a) The obligations of the Shelf Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended (i) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Prospectus as required in Section 2.01(aCompany from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the continued use of such Shelf Registration Statement at any time wouldcontemplated offering), and the Board has determined, in the good faith judgment exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the Company to make an Adverse Disclosuredisclosure of which, the Company shall be entitled to delay Board has determined, in the filing good faith exercise of its reasonable business judgment, is not in the best interests of the Shelf Registration Statement Company, or Prospectus or suspend use of (D) otherwise represent an undue hardship for the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”)Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 90 consecutive days or a total of 120 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the CB Investors’ Representative written notice of any such suspension containing the approximate length of the anticipated delay, and the Company shall give written notice to will notify the Participating Holders CB Investors upon the termination of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout any Deferral Period. Upon receipt of any notice by from the Company to the Participating Holders of any such determinationDeferral Period, each Participating Holder of the CB Investors shall keep forthwith discontinue disposition of the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares Registrable Securities pursuant to the Shelf Registration Statement or Prospectus for relating thereto until the duration CB Investors’ Representative receives copies of the Blackout Period set forth in such notice (supplemented or amended prospectus contemplated hereby or until such Blackout Period shall be earlier terminated they are advised in writing by the Company) Company that the use of the prospectus may be resumed and promptly halt any use, publication, dissemination or distribution have received copies of any Prospectus covering any Participating Shares for additional or supplemented filings that are incorporated by reference in the duration of the Blackout Period prospectus, and, if so directed by the Company, shall the CB Investors will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company any copies all copies, other than permanent file copies, then in its the CB Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities. (b) The parties hereto further agree and acknowledge that any suspension or non-use of the Registration Statement due to the updating of the Registration Statement to include any financial statement the Registration Statement is required to contain (the “Required Financial Statements”) shall not be deemed to be a suspension for purposes of Section 2.06(a), unless and until the seven business day period referenced in Section 2.06(c) shall have passed without the updating of financial statements required by Section 2.06(c). (c) The Company shall use its commercially reasonable efforts to update the Registration Statement on each date on which it shall be necessary to do so to cause the Registration Statement to contain the Required Financial Statements; provided, however, that, with respect to any financial period ending after the Effective Date, the Company shall not be obligated to update the Required Financial Statements pursuant to Section 2.06(b) and shall not be deemed to be in default under this sentence until seven business days after (or such Prospectusearlier date as may be reasonably practicable) the date upon which such updated financial statements are required to be filed with the SEC.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a(a) or the continued use of such Shelf Registration Statement If (i) at any time wouldduring which Holders may request a registration pursuant to Section 3.1, the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (ii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises the Holders in writing that the Board of Directors of the Company has determined, in the good faith judgment exercise of its reasonable business judgment, that a sale or distribution of Registrable Securities would adversely affect such offering or (B) the managing underwriter or underwriters, if any, advise the Company in writing (in which case the Company will notify the Holders) that a sale or distribution of Registrable Securities would adversely affect such offering, then the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to Section 3.1 during the 30 calendar days prior to the date the Company in good faith estimates (as certified in writing by an officer of the Company to the Holders following a request for registration pursuant to Section 3.1) will be the date of the filing of, and ending on the date which is 90 calendar days following the effective date of, such registration statement. (b) If the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction involving the Company or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, require the Company to make an Adverse Disclosure, will promptly give the Company shall Holders written notice of such determination and will be entitled to delay postpone the filing or effectiveness of the Shelf a Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not to exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”)90 calendar days; provided, however, that the Company shall give written notice will deliver to the Participating Holder or Holders that have requested registration a general statement, signed by an officer of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company will promptly notify such Holders of the expiration or earlier termination of such a period. (c) Notwithstanding anything in this Section 3.2 to the Company contrary, there will be no more than one delay period as contemplated by this Section 3.2 during any copies then consecutive 12-month period during the time in its possession of any such Prospectuswhich Holders may request a registration pursuant to Section 3.1.

Blackout Period. Notwithstanding anything The Company may postpone the filing or effectiveness of any Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement (and in this Agreement to the contrary, each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the filing board of directors of the Shelf Registration Statement Company determines in good faith that such registration or the Prospectus as required in Section 2.01(a) or sale by the continued use Purchasers of Registrable Securities under such Shelf Registration Statement at any such time (i) would adversely affect a pending or proposed significant corporate event, proposed financing or negotiations, proposed offering of Common Stock by the Company on its behalf or pursuant to the Registration Rights Agreement dated September 3, 2013 between the Company and stockholders specified in such agreement, discussions or pending proposals with respect thereto or (ii) would require the disclosure of material non-public information the disclosure of which at such time would, in the good faith judgment of the board of directors of the Company, require be materially adverse to the interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (B) in the case of clause (ii) above, until the earlier to make occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which such information is otherwise publicly disclosed by the Company; or (C) in any event, in the case of either clause (i) or (ii) above, for more than 90 days after the date of the determination of the board of directors of the Company; provided that the Company may not postpone the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an Adverse Disclosureaggregate of 90 days in any 365-day period. In addition to the foregoing, the Company shall be entitled have the right to delay suspend the filing Purchasers’ ability to use a Prospectus in connection with non-underwritten sales off of the Shelf a Registration Statement or Prospectus or suspend use during each of its regular quarterly blackout periods applicable to directors and senior officers under the Shelf Registration Statement or Prospectus for a reasonable period of time (Company’s policies in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), existence from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the . The Company shall give written notice not be required to the Participating Holders of its determination to impose effectuate an underwritten offering (during such a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determinationregular quarterly blackout period or OTHERWISE) TO THE EXTENT THE COMPANY REASONABLY CONCLUDES, each Participating Holder shall keep the fact of any such notice strictly confidential andAFTER CONSULTATION IN GOOD FAITH WITH THE RELEVANT PURCHASERS, during any Blackout PeriodTHAT THE COMPANY CANNOT PROVIDE ADEQUATE, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such ProspectusTIMELY DISCLOSURE OR SATISFY OTHER UNDERWRITING CONDITIONS IN CONNECTION WITH SUCH OFFERING WITHOUT UNDUE BURDEN.

Blackout Period. Notwithstanding anything in this Agreement Section 3.01, Section 3.02 or Section 3.06 to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure, the Company shall be entitled to delay elect that a registration statement not be usable, or that the filing of or effectiveness thereof be delayed beyond the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus time otherwise required, for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); , if the Company reasonably determines in good faith that the registration and distribution of Registrable Securities would (a) interfere with any pending material financing, merger, acquisition, consolidation, recapitalization, corporate reorganization or any other material corporate development involving the Company or any of its Subsidiaries or (b) would require premature disclosure thereof or of other material non-public information that would be detrimental to the Company and in each case the Company promptly gives the Holders of Registrable Securities written notice of such determination, and if requested by Holders and to the extent such action would not violate applicable law, the Company will promptly deliver to the Holders a general statement of the reasons for such postponement or restriction on use and to the extent practicable an approximation of the anticipated delay, and promptly gives the Holders of Registrable Securities written notice at the conclusion of such Blackout Period, provided, however, that the Company shall give written notice to not invoke more than two (2) Blackout Periods in any twelve (12) month period and such Blackout Periods, in the Participating Holders aggregate, shall not be in excess of its determination to impose a Blackout Period as promptly as practicable and one hundred eighty (180) days in any twelve (12) month period. For the avoidance of its determination to lift a Blackout Period. Upon notice by doubt, the Company to Parties agree that in the Participating Holders event of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares the period during which such registration statement shall remain effective pursuant to the Shelf Registration Statement or Prospectus for terms of this Agreement shall be correspondingly extended by the duration length of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such ProspectusPeriod.

Blackout Period. Notwithstanding anything to the contrary contained in this Agreement to Agreement, the contrary, if Company may delay the filing or effectiveness of the Shelf a Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company Holder to make an Adverse Disclosure, the Company shall be entitled to delay the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf prospectus for sale of Registrable Securities under an effective Registration Statement if the Company Board reasonably determines in good faith that the registration and distribution of Registrable Securities would materially interfere with the Company’s ability to effect a pending material financing, merger, acquisition, consolidation, recapitalization, corporate reorganization or Prospectusany other material corporate development involving the Company or any of its Subsidiaries or would require premature disclosure thereof or of other material non-public information that would be detrimental to the Company, including a primary offering by the Company or a secondary offering with respect to SAP Securities contemplated to occur within 45 days of the receipt of a Request pursuant to Section 3.1 (in which case such suspension Holder shall not exceed thirty have the rights afforded to it (30if any) days in each instance), from time to time, but in no event more than twice during any six (6under Section 3.2) month period (a “Blackout Period”); provided. The Company shall (a) promptly give SAP or Silver Lake, howeveras applicable, written notice of such determination, (b) if requested by SAP or Silver Lake, as applicable, and to the extent such action would not violate applicable law, promptly deliver to SAP or Silver Lake, as applicable, a general statement of the reasons for such postponement or restriction on use and to the extent practicable an approximation of the anticipated delay, and (c) promptly give SAP or Silver Lake, as applicable, written notice at the conclusion of such Blackout Period. Notwithstanding the foregoing, (i) the Company will not invoke more than two Blackout Periods in any 12 month period and any Blackout Period shall not be in excess of 45 days and (ii) in the event that a Holder exercises a demand right pursuant to Section 3.1 and the related offering is expected to, or may, occur during a quarterly earnings blackout period of the Company (such blackout periods determined in accordance with such policy as the Company shall give written notice generally maintain and communicate to Holders from time to time), the Company and such Holder shall act reasonably and work cooperatively in view of such quarterly earnings blackout period. For the avoidance of 16 doubt, (i) the Parties agree that an election by the Company that a registration statement for the registration and distribution of Registrable Securities shall not be usable, or shall be delayed, during a Blackout Period shall not act to reduce the period during which such registration statement shall remain effective pursuant to the Participating Holders terms of its determination this ARTICLE III and (ii) any Blackout Period shall apply equally to each Holder and the Company shall not impose a Blackout Period as promptly as practicable and of its determination with respect to lift a Blackout Period. Upon notice by any one Holder without imposing the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until same such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt to any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectusother Holders.

Blackout Period. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, if at any time after the filing of the Shelf Registration Statement, the Company, by written notice to the managing underwriter (if any) and a Holder, may direct such Holder to suspend sales of the Registrable Securities owned by such Holder pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the date of this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary offering; (2) a majority of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) a majority of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Prospectus as Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in Section 2.01(athe prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the continued aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the use of such Shelf the Registration Statement at has been suspended in accordance with this Section 2(d) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosuresuch suspension, the Company shall be entitled use its commercially reasonable efforts to delay cause the filing of the Shelf Registration Statement to become effective or Prospectus to promptly amend or suspend supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement or Prospectus for a reasonable period compatible with the Company’s best interests, as applicable, so as to permit such Holder to resume sales of time the Registrable Securities as soon as possible. (in ii) In the case of any suspension of an event that causes the Company to suspend the use of the Shelf a Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout PeriodSuspension Event”); provided, however, that the Company shall give written notice (a “Suspension Notice”) to the Participating Holders managing underwriter (if any) and the Holder(s) to suspend sales of its determination to impose the Registrable Securities. The Suspension Notice need not specify the reasons for such suspension if a Blackout Period as promptly as practicable and majority of its determination to lift a Blackout Period. Upon notice by the Board of Directors of the Company to determines, in its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the Participating Holders disclosure of any such determination, each Participating material non-public information. Each Holder shall keep not effect any sales of the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares Registrable Securities pursuant to the Shelf such Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by filings) at any time after it has received a Suspension Notice from the Company) Company and promptly halt any use, publication, dissemination or distribution prior to receipt of any Prospectus covering any Participating Shares for the duration an End of the Blackout Period and, if Suspension Notice (as defined below). If so directed by the Company, shall each Holder will deliver to the Company any (at the expense of the Company) all copies (other than permanent file copies) then in its such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. Each Holder may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the relevant Holder and the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. Until the End of Suspension Notice is so given to such ProspectusHolder, the Company’s obligations under Section 3 to update or keep current the Registration Statement and such Holder’s right to sell Registrable Securities pursuant to the Registration Statement shall be suspended, provided that such suspension shall not exceed the periods specified in Section 2(d)(i) above.

Blackout Period. (i) Subject to the provisions of this Section 2(c) and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of the Registration Statement, prior to the filing of a Registration Statement or following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to managing underwriter (if any) and the Investor, may suspend its obligation to file the Registration Statement with the Commission or direct the Investor to suspend sales of the Registrable Securities pursuant to a Registration Statement, as the case may be, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary offering; (2) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (B) after obtaining the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after obtaining the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the Company’s obligation to file the Registration Statement or the use of the Registration Statement has been suspended in accordance with this Section 2(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to file the Registration Statement, to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Investor to resume sales of the Registrable Securities as soon as possible. (ii) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the managing underwriter (if any) and the Investor to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 2(c)(i)) and the Company is using its commercially reasonable best efforts and taking all reasonable steps to file the Registration Statement or to terminate suspension of the use of the Registration Statement as promptly as possible. The Investor shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, the Investor will deliver to the Company (at the expense of the Company) all copies (other than permanent file copies) then in the Investor’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Investor may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Investor and the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding anything in this Agreement any provision herein to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Company shall give a Suspension Notice pursuant to this Section 2.01(a) or the continued use of such Shelf Registration Statement at any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosure2, the Company agrees that it shall be entitled to delay extend the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in during which the case applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of any suspension days during the period from the date of receipt by the Investor of the use Suspension Notice to and including the date of receipt by the Investor of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders End of its determination to impose a Blackout Period as promptly as practicable Suspension Notice and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration copies of the Blackout Period set forth in such notice (supplemented or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any amended Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver necessary to the Company any copies then in its possession of any such Prospectusresume sales.

Blackout Period. Notwithstanding anything The Company may postpone the filing or effectiveness of any Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement (and in this Agreement to the contrary, each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the filing board of directors of the Shelf Registration Statement Company determines in good faith that such registration or the Prospectus as required in Section 2.01(a) or the continued use sale by Holder of Registrable Securities under such Shelf Registration Statement at such time (i) would adversely affect a pending or proposed significant corporate event, proposed financing or negotiations, proposed offering of equity securities by the Company on its behalf or pursuant to an underwritten public offering for selling stockholders pursuant to a registration rights agreement or similar agreement between the Company and any of its stockholders, or any discussions or pending proposals with respect to any of the foregoing or (ii) would require the disclosure of material non-public information the disclosure of which at such time would, in the good faith judgment of the board of directors of the Company, require be materially adverse to the interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (B) in the case of clause (ii) above, until the earlier to make occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which such information is otherwise publicly disclosed by the Company; or (C) in any event, in the case of either clause (i) or (ii) above, for more than 90 days after the date of the determination of the board of directors of the Company; provided further that the Company may not postpone the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an Adverse Disclosureaggregate of 90 days in any 365-day period. In addition to the foregoing, the Company shall be entitled have the right to delay the filing suspend Holder’s ability to use a Prospectus in connection with non-underwritten sales off of the Shelf a Registration Statement or Prospectus or suspend use during each of its regular quarterly blackout periods applicable to directors and senior officers under the Shelf Registration Statement or Prospectus for a reasonable period of time (Company’s policies in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), existence from time to time. The Company shall not be required to effectuate an underwritten offering (during such a regular quarterly blackout period or otherwise) to the extent the Company reasonably concludes, but after consultation in no event more than twice during any six (6) month period (a “Blackout Period”); provided, howevergood faith with Holder, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any cannot provide adequate, timely disclosure or satisfy other underwriting conditions in connection with such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectusoffering without undue burden.

Blackout Period. Notwithstanding anything (a) The Company’s obligations pursuant to Section 3.01, Section 3.02 and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon the receipt of comments from the SEC on any document incorporated by reference in this Agreement to the contrary, if the filing of the Shelf Registration Statement or (2) if compliance with such obligations would (a) violate applicable Law or otherwise prevent the Prospectus as required in Section 2.01(aCompany from complying with applicable Law, (b) require the Company to disclose a financing, acquisition, disposition or other corporate development, and the continued use chief executive officer of such Shelf Registration Statement at any time wouldthe Company has determined, in the good faith judgment exercise of his reasonable business judgment, that such disclosure is not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain an Adverse Disclosureuntrue 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, (d) otherwise require premature disclosure of information the disclosure of which, the Company shall be entitled to delay the filing chief executive officer of the Shelf Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for the Company; provided that (i) any and all such suspensions pursuant to clause (1) will not exceed 120 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), (2)(c), (2)(d) or (2)(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Period”). The Company will promptly give Tengelmann written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify Tengelmann upon the termination of any Deferral Period. Upon receipt of any notice from the Company of any Deferral Period, Tengelmann shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement or Prospectus or suspend use relating thereto until Tengelmann receives copies of the Shelf Registration Statement supplemented or Prospectus for a reasonable period of time (amended prospectus contemplated hereby or until it is advised in writing by the case of any suspension of Company that the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable prospectus may be resumed and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders has received copies of any such determinationadditional or supplemented filings that are incorporated by reference in the prospectus, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall Tengelmann will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company any copies all copies, other than permanent file copies, then in its Tengelmann’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities. (b) The parties hereto further agree and acknowledge that any suspension or non-use of the Registration Statement due to the updating of the Registration Statement to include any financial statement the Registration Statement is required to contain (the “Required Financial Statements”) shall not be deemed to be a suspension for purposes of Section 3.06(a), unless and until the seven business day period referenced in Section 3.06(c) shall have passed without the updating of financial statements required by Section 3.06(c). (c) The Company shall use its commercially reasonable efforts to update the Registration Statement on each date on which it shall be necessary to do so to cause the Registration Statement to contain the Required Financial Statements; provided, however, that, with respect to any financial period ending after the date hereof, the Company shall not be obligated to update the Required Financial Statements pursuant to Section 3.06(b) and shall not be deemed to be in default under this sentence until seven business days after (or such Prospectusearlier date as may be reasonably practicable) the date upon which such updated financial statements are required to be filed with the SEC.

Blackout Period. Notwithstanding anything in this Agreement (a) Subject to the contraryprovisions of this Section 5(a) and a good faith determination by a majority of the independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of the Registration Statement, if prior to the filing of a Registration Statement or following the Shelf effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the managing underwriter (if any) and the Purchasers, may suspend its obligation to file the Registration Statement with the Commission or direct the Purchasers to suspend sales of the Registrable Securities pursuant to a Registration Statement, as the case may be, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (1) the representative of the underwriters of an underwritten offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company's primary offering; (2) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A)(x)the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other similar significant transaction involving the Company or (y) after obtaining the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (B) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after obtaining the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the Company's obligation to file the Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf the Registration Statement at has been suspended in accordance with this Section 5(a) is sometimes referred to herein as a "Blackout Period." Upon the occurrence of any time would, in the good faith judgment of the Company, require the Company to make an Adverse Disclosuresuch suspension, the Company shall be entitled use its commercially reasonable best efforts to delay file the filing Registration Statement, to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement compatible with the Company's best interests, as applicable, so as to permit the Purchasers to resume sales of the Registrable Securities as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the managing underwriter (if any) and the Purchasers to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 5(a)) and the Company is using its commercially reasonable best efforts and taking all reasonable steps to file the Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any to terminate suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and possible. The Purchasers shall not effect any sales of its determination the Registrable Securities pursuant to lift such Registration Statement (or such filings) at any time after it has received a Blackout Period. Upon notice by Suspension Notice from the Company and prior to the Participating Holders receipt of any such determination, each Participating Holder shall keep the fact an End of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice Suspension Notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if as defined below). If so directed by the Company, shall the Purchasers will deliver to the Company any (at the expense of the Company) all copies (other than permanent file copies) then in its the Purchasers' possession of any such Prospectus.the Prospectus covering the Registrable Securities at the time of receipt of the

Blackout Period. Notwithstanding anything The Company may postpone the filing or effectiveness of any Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement (and in this Agreement to the contrary, each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the filing board of directors of the Shelf Registration Statement Company determines in good faith that such registration or the Prospectus as required in Section 2.01(a) or sale by the continued use Buyers of Registrable Securities under such Shelf Registration Statement at any such time (i) would adversely affect a pending or proposed significant corporate event, proposed financing or negotiations, proposed offering of Common Stock by the Company on its behalf or pursuant to the Registration Rights Agreement dated September 3, 2013 between the Company and stockholders specified in such agreement, the Registration Rights Agreement dated November 15, 2016 between the Company and stockholders specified in such agreement, or the Registration Rights Agreement dated February 26, 2021 between the Company and stockholders specified in such agreement, or discussions or pending proposals with respect thereto or (ii) would require the disclosure of material non-public information the disclosure of which at such time would, in the good faith judgment of the board of directors of the Company, require be materially adverse to the interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (B) in the case of clause (ii) above, until the earlier to make occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which such information is otherwise publicly disclosed by the Company; or (C) in any event, in the case of either clause (i) or (ii) above, for more than 90 days after the date of the determination of the board of directors of the Company; provided further that the Company may not postpone the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an Adverse Disclosureaggregate of 90 days in any 365-day period. In addition to the foregoing, the Company shall be entitled have the right to delay suspend the filing Buyers’ ability to use a Prospectus in connection with sales off of the Shelf a Registration Statement or Prospectus or suspend use during each of its regular quarterly blackout periods applicable to directors and senior officers under the Shelf Registration Statement or Prospectus for a reasonable period of time (Company’s policies in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), existence from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectus.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, if the filing of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a(a) or the continued use of such Shelf Registration Statement If (i) at any time wouldduring which Holders may request a registration pursuant to SECTION 3.1, the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (ii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises the Holders in writing that the Board of Directors of the Company has determined, in the good faith judgment exercise of its reasonable business judgment, that a sale or distribution of Registrable Securities would adversely affect such offering or (B) the managing underwriter or underwriters, if any, advise the Company in writing (in which case the Company will notify the Holders) that a sale or distribution of Registrable Securities would adversely affect such offering, then the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to SECTION 3.1 during the 30 calendar days prior to the date the Company in good faith estimates (as certified in writing by an officer of the Company to the Holders following a request for registration pursuant to SECTION 3.1) will be the date of the filing of, and ending on the date which is 90 calendar days following the effective date of, such registration statement. (b) If the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction involving the Company or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, require the Company to make an Adverse Disclosure, will promptly give the Company shall Holders written notice of such determination and will be entitled to delay postpone the filing or effectiveness of the Shelf a Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectusnot to exceed 90 calendar days; PROVIDED, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, howeverHOWEVER, that the Company shall give written notice will deliver to the Participating Holder or Holders that have requested registration a general statement, signed by an officer of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver of the reasons for such postponement or restriction on use and an estimate of the anticipated delay. The Company will promptly notify such Holders of the expiration or earlier termination of such a period. (c) Notwithstanding anything in this SECTION 3.2 to the Company contrary, there will be no more than one delay period as contemplated by this SECTION 3.2 during any copies then consecutive 12-month period during the time in its possession of any such Prospectuswhich Holders may request a registration pursuant to SECTION 3.1.

Blackout Period. (a) Notwithstanding anything contained in Section 2.1 to the contrary, if (i) at any time during which Holders may request a registration pursuant to Section 2.1, the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (ii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises the Holders that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that a sale or distribution of Registrable Securities would adversely affect such offering or (B) the managing underwriter, if any, advises the Company in writing (in which case the Company will notify the Holders) that a sale or distribution of Registrable Securities would adversely affect such offering, then the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to Section 2.1 beginning the 30 days prior to the date the Company in good faith estimates will be the date of the filing of, and ending on the date which is 90 days following the effective date of, such registration statement; provided that, if the registration to be effected under this Agreement Article II is the Company's Initial Public Offering, the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to Section 2.1 beginning the 90 days prior to the date the Company in good faith estimates will be the date of the filing of the Registration Statement. (b) Notwithstanding anything contained in Section 2.1 to the contrary, if the filing Board of Directors of the Shelf Registration Statement or the Prospectus as required in Section 2.01(a) or the continued use of such Shelf Registration Statement at any time wouldCompany determines, in the good faith judgment exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, require the Company to make an Adverse Disclosure, will promptly give the Company shall Holders written notice of such determination and will be entitled to delay postpone the preparation, filing or effectiveness or suspend the effectiveness of the Shelf a Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time not to exceed 90 days. (c) Notwithstanding anything contained in this Section 2.2 to the case of any suspension of the use of the Shelf Registration Statement or Prospectuscontrary, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in there will be no event more than twice two Blackout Periods during any six (6) consecutive 12-month period (during the time in which Holders may request a “Blackout Period”); provided, however, that the Company shall give written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determination, each Participating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares registration pursuant to the Shelf Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such ProspectusSection 2.1.

Blackout Period. Notwithstanding anything in this Agreement to the contraryforegoing obligations, if the filing of Company furnishes to the Shelf Registration Statement Participating Holders a certificate signed by the Company’s chief executive officer or chief financial officer (a “Blackout Certificate”) stating (x) that the Prospectus as required in Section 2.01(a) filing, initial effectiveness or the continued use of such Shelf a Registration Statement at any time wouldwould require, in the opinion of the Company’s external counsel, the Company to make a public disclosure of material non-public information that, in the good faith judgment of the Company’s board of directors (A) would (i) be required to be made in any Registration Statement so that such Registration Statement would not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, require in the light of the circumstances under which they were made, not misleading, (ii) not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) reasonably be expected to have a material adverse effect on a bona fide business or financing transaction, including a significant acquisition, corporate reorganization, or other similar transaction involving the Company; or (B) would render the Company unable to make an Adverse Disclosurecomply with requirements under the Securities Act or Exchange Act, then in each case of (A) and (B), the Company shall be entitled have the right to delay the filing or effectiveness, but not the preparation, of the Shelf Registration Statement, or suspend the offer or sale of Participating Shares thereunder to the extent such Registration Statement or Prospectus or suspend use has been declared effective, in each case, for a period of not more than sixty (60) days after the date of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the case of any suspension of the use of the Shelf Registration Statement or Prospectus, such suspension shall not exceed thirty (30) days in each instance), from time to time, but in no event more than twice during any six (6) month period Blackout Certificate (a “Blackout Period”)) and (y) the expected duration of such Blackout Period; provided, however, that the Company may invoke this right in any number of instances, but may not invoke this right for, in the aggregate, more than sixty (60) days during any twelve (12) month period; and provided, further, that the Company shall give written notice to the Participating Holders not register any securities for its own account or that of its determination to impose any other stockholder during such Blackout Period other than in connection with an Excluded Registration. Upon receipt of a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such determinationCertificate, each Participating Holder shall keep the fact of any such notice Blackout Certificate and its contents strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Participating Shares pursuant to the Shelf an effective Registration Statement or Prospectus for the duration of the Blackout Period set forth in such notice Blackout Certificate (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such Prospectus. Upon the termination of a Blackout Period, the Company shall promptly cure the postponement and delay of the filing or effectiveness of any Registration Statement, and the offer or sale of Participating Shares thereunder.