Common use of CERTAIN OBLIGATIONS OF HOLDERS Clause in Contracts

CERTAIN OBLIGATIONS OF HOLDERS. Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of (i) any event of the kind described in 3.6Sections 2.03(f)(i)(A), 3.72.03(f)(ii), 3.82.03(f)(iii), 3.10 2.03(f)(iv), 2.03(f)(v) or 3.11 2.03(f)(vi) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by pursuant to the Shelf Registration Statement or prospectus Prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 2.03(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Purchasers agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 2.07 for more than thirty ninety (3090) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety sixty (9060) days must pass between Black-Out PeriodsPeriods and the total aggregate length of all Black-Out periods within any twelve (12) month period shall not exceed one hundred and twenty (120) days. Notwithstanding the foregoing, the Company may suspend the effectiveness use of any Shelf Registration Statement if the Commission Commission’s rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 2.01 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to reCompany’s Form 10-effect K has been filed or a Shelf Registration Form 8-K, including any required pro forma or historical financial statements, has been filed, respectively (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective used at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Resale Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Resale Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Resale Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Resale Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Resale Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board Company under Section 2.02 may be assigned in whole or in part by a Holder in connection with the transfer of Directors that it is advisable to suspend use such Registrable Securities, provided, that: (i) the transfer of the prospectus for a discrete period Registrable Securities and the rights to register such Registrable Securities are affected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of time due the Shares, (iii) the Holder gives prior written notice to pending corporate developments such as negotiation of a material transaction which the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in its sole discretion after consultation with legal counsel, determines it would be obligated a written instrument reasonably satisfactory in form and substance to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholderscounsel. Except as specifically permitted by this Section 2.08, such the rights of a Holder will forthwith discontinue disposition of such with respect to Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt will not be transferable to any other Person, and any attempted transfer will cause all rights of the copies Holder to registration of Registrable Securities under this Article II to be forfeited, void ab initio and of no further force and effect. With the written consent of the supplemented Company and each Holder affected or amended prospectus contemplated potentially affected by Section 3.2 hereofsuch proposed waiver, any provision of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 or until such Holder is advised in writing by the Company that the use of the applicable prospectus 2.09 may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely). Upon the use effectuation of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoingeach waiver, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company will promptly give written notice thereof to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)Holders.

CERTAIN OBLIGATIONS OF HOLDERS. As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Shelf Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Shelf Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Shelf Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Shelf Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Shelf Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board Company under Section 2.02 may be assigned in whole or in part by a Holder in connection with the transfer of Directors that it is advisable to suspend use such Registrable Securities, provided, that: (i) the transfer of the prospectus for a discrete period Registrable Securities and the rights to register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of time due aggregate number of the Registrable Securities, (iii) the Holder gives prior written notice to pending corporate developments such as negotiation of a material transaction which the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in its sole discretion after consultation with legal counsel, determines it would be obligated a written instrument reasonably satisfactory in form and substance to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholderscounsel. Except as specifically permitted by this Section 2.08, such the rights of a Holder will forthwith discontinue disposition of such with respect to Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt will not be transferable to any other Person, and any attempted transfer will cause all rights of the copies Holder to registration of Registrable Securities under this Article II to be forfeited, void ab initio and of no further force and effect. With the written consent of the supplemented Company and each Holder affected or amended prospectus contemplated potentially affected by Section 3.2 hereofsuch proposed waiver, any provision of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 or until such Holder is advised in writing by the Company that the use of the applicable prospectus 2.09 may be resumedwaived (either generally or in a particular instance, either retroactively or prospectively and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The either for a specified period of time in which or indefinitely). Upon the use effectuation of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoingeach waiver, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company will promptly give written notice thereof to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time)Holders.

CERTAIN OBLIGATIONS OF HOLDERS. 4.1(a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.6Sections 3.1(g), 3.73.1(h), 3.83.1(i), 3.10 3.1(j) or 3.11 3.1(k) hereof, or (ii) a determination by the Company’s 's Board of Directors that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholdersstockHolders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration Statement or prospectus until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 3.1 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration Statement is so suspended shall be referred to as a “"Black-Out Period.” " The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 SECTION 4 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration Statement if the Commission SEC rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration Statement (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective at the earliest possible time). The Company shall not effect a Black-Out Period unless the Company also institutes such Black-Out Period against sales under any Registration Statements on Form S-8 or any other registration statement that the Company has on file with the SEC at such time. Notwithstanding the foregoing, the Company undertakes and covenants that until the first to occur of (i) the end of sixty (60) days following the effective date of the Shelf Registration Statement, or (ii) the date that all the Shares have been resold pursuant to a registration statement or Rule 144, the Company will not take any action, including, without limitation, entering into any acquisition, share exchange or sale or other transaction that could have the effect of delaying the effectiveness of any pending Registration Statement, requiring a post-effective amendment to be filed or causing a post-effective amendment to a Registration Statement to not be declared effective or for a Holder not to be able to effect sales for a period of fifteen (15) or more days.

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.6Sections 7.3(f)(ii), 3.77.3(f)(iii), 3.8, 3.10 7.3(f)(iv) or 3.11 7.3(f)(v) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationResale Registration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Resale Registration Statement or prospectus Prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 7.3(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Resale Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Purchasers agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 7.7 for more than thirty forty-fix (3045) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II. Each Holder agrees that, upon receipt of any notice from hereby covenants with the Company not to make any sale of the happening Registrable Securities pursuant to the Shelf Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Shelf Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) any event of the kind described Registrable Securities have been sold in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof, or accordance with this Agreement and the Shelf Registration Statement and (ii) the requirement of delivering a determination current prospectus has been satisfied. Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Shelf Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Shelf Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company’s Board of Directors that it is advisable to suspend use of Company under Section 2.02 may be assigned in whole or in part by a Holder in connection with the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition transfer of such Registrable Securities covered by Securities, provided, that: (i) the Shelf Registration or prospectus until such Holder’s receipt transfer of the copies of the supplemented or amended prospectus contemplated by Section 3.2 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, Registrable Securities and the Holder agrees rights to keep register such Registrable Securities are effected in accordance with applicable securities laws, (ii) the fact transfer involves not less than fifty percent (50%) of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).aggregate

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of (i) any event of the kind described in 3.6Sections 2.03(f)(i)(A), 3.72.03(f)(ii), 3.82.03(f)(iii), 3.10 2.03(f)(iv), 2.03(f)(v) or 3.11 2.03(f)(vi) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by pursuant to the Shelf Registration Statement or prospectus Prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 2.03(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Holders agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 2.07 for more than thirty ninety (3090) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety sixty (9060) days must pass between Black-Out PeriodsPeriods and the total aggregate length of all Black-Out periods within any twelve (12) month period shall not exceed one hundred and twenty (120) days. Notwithstanding the foregoing, the Company may suspend the effectiveness use of any Shelf Registration Statement if the Commission Commission’s rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 2.01 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to reCompany’s Form 10-effect K has been filed or a Shelf Registration Form 8-K, including any required pro forma or historical financial statements, has been filed, respectively (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective used at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of (i) any event of the kind described in 3.6Sections 2.03(f)(i)(A), 3.72.03(f)(ii), 3.82.03(f)(iii), 3.10 2.03(f)(iv), 2.03(f)(v) or 3.11 2.03(f)(vi) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by pursuant to the Shelf Registration Statement or prospectus Prospectus until such HolderHxxxxx’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 2.03(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Holders agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 2.07 for more than thirty ninety (3090) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety sixty (9060) days must pass between Black-Out PeriodsPeriods and the total aggregate length of all Black-Out Periods within any twelve (12) month period shall not exceed one hundred and twenty (120) days. Notwithstanding the foregoing, the Company may suspend the effectiveness use of any Shelf Registration Statement if the Commission Commission’s rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 2.01 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to reCompany’s Form 10-effect K has been filed or a Shelf Registration Form 8-K, including any required pro forma or historical financial statements, has been filed, respectively (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective used at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of (i) any event of the kind described in 3.6Sections 2.03(f)(i)(A), 3.72.03(f)(ii), 3.82.03(f)(iii), 3.10 2.03(f)(iv), 2.03(f)(v) or 3.11 2.03(f)(vi) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by pursuant to the Shelf Registration Statement or prospectus Prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 2.03(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Holders agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 2.07 for more than thirty ninety (3090) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety sixty (9060) days must pass between Black-Out PeriodsPeriods and the total aggregate length of all Black-Out Periods within any twelve (12) month period shall not exceed one hundred and twenty (120) days. Notwithstanding the foregoing, the Company may suspend the effectiveness use of any Shelf Registration Statement if the Commission Commission’s rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 2.01 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to reCompany’s Form 10-effect K has been filed or a Shelf Registration Form 8-K, including any required pro forma or historical financial statements, has been filed, respectively (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective used at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.63.1(g), 3.73.1(h), 3.83.1(i), 3.10 3.1(j) or 3.11 3.1(k) hereof, or (ii) a determination by the Company’s Board of Directors in its reasonable judgment after consultation with legal counsel that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration Statement or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 3.1 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 4 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration Statement if the Commission SEC rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration Statement (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective at the earliest possible time). The Company shall not effect a Black-Out Period and the Holders shall not be subject to a Black Out Period hereunder unless the Company also institutes such Black-Out Period against sales under any Registration Statements on Form S-8 or any other registration statement that the Company has on file with the SEC at such time. Notwithstanding the foregoing, the Company undertakes and covenants that until the first to occur of (i) the end of sixty (60) days following the Effective Date, or (ii) the date that all the Shares and Warrant Shares have been resold pursuant to a Registration Statement or Rule 144, the Company will not take any action, including, without limitation, entering into any acquisition, share exchange or sale or other transaction that could have the effect of delaying the effectiveness of any pending Registration Statement, requiring a post-effective amendment to be filed or causing a post-effective amendment to a Registration Statement to not be declared effective or for a Holder not to be able to effect sales for a period of fifteen (15) or more days.

CERTAIN OBLIGATIONS OF HOLDERS. Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.64.4(f), 3.74.4(g), 3.84.4(h), 3.10 4.4(j) or 3.11 4.4(k) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf Registration, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder Hold er will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 4.3(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Investor agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 4.6 for more than t han thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of (i) any event of the kind described in 3.6Sections 7.3(f)(i)(A), 3.77.3(f)(ii), 3.87.3(f)(iii), 3.10 7.3(f)(iv), 7.3(f)(v) or 3.11 7.3(f)(vi) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration Statement or prospectus Prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 7.3(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Purchasers agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 7.7 for more than thirty ninety (3090) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety sixty (9060) days must pass between Black-Out PeriodsPeriods and the total aggregate length of all Black-Out periods within any twelve (12) month period shall not exceed one hundred and twenty (120) days. Notwithstanding the foregoing, the Company may suspend the effectiveness use of any Shelf Registration Statement if the Commission Commission’s rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 2.01 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to reCompany’s Form 10-effect K or 10-KSB has been filed or a Shelf Registration Form 8-K, including any required pro forma or historical financial statements, has been filed, respectively (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective used at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.6SECTIONS 7.3(f)(ii), 3.77.3(f)(iii), 3.8, 3.10 7.3(f)(iv) or 3.11 7.3(f)(v) hereof, or (ii) a determination by the Company’s 's Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration Statement or prospectus Prospectus until such Holder’s 's receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 SECTION 7.3(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “"Black-Out Period.” " The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Purchasers agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 7.6 for more than thirty ninety (3090) consecutive days and not more than twice once in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration if the Commission rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.6Sections 7.3(f)(ii), 3.77.3(f)(iii), 3.8, 3.10 7.3(f)(iv) or 3.11 7.3(f)(v) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration Statement or prospectus Prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 7.3(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Purchasers agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 7.7 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration Statement if the Securities and Exchange Commission (the “SEC”) rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration Statement (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of (i) any event of the kind described in 3.6Sections 7.3(f)(ii), 3.77.3(f)(iii), 3.8, 3.10 7.3(f)(iv) or 3.11 7.3(f)(v) hereof, or (ii) a determination by the Company’s Board of Directors that it is advisable to suspend use of the prospectus Prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, Company in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration Statement or prospectus Prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.2 7.3(b) hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed, resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus. The period of time in which the use of a prospectus Prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black-Out Period.” The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees Purchasers agree to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 7.7 for more than thirty (30) consecutive days and not more than twice once in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness use of any Shelf Registration Statement if the Commission Commission’s rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration Statement because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 2.01 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to reCompany’s Form 10-effect K or 10-KSB has been filed or a Shelf Registration Form 8-K, including any required pro forma or historical financial statements, has been filed, respectively (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective used at the earliest possible time).

CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of (i) any event of the kind described in 3.63.1(g), 3.73.1(h), 3.83.1(i), 3.10 3.1(j) or 3.11 3.1(k) hereof, or (ii) a determination by the Company’s 's Board of Directors that it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments such as negotiation of a material transaction which the Company, in its sole discretion after consultation with legal counsel, determines it would be obligated to disclose in the Shelf RegistrationRegistration Statement, which disclosure the Company believes would be premature or otherwise inadvisable at such time or would have a material adverse effect on the Company and its stockholders, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Shelf Registration Statement or prospectus until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.2 3.1 hereof, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The period of time in which the use of a prospectus or Shelf Registration Statement is so suspended shall be referred to as a “Black"BLACK-Out PeriodOUT PERIOD.” " The Company agrees to so advise such Holder promptly of the commencement and termination of any such Black-Out Period, and the Holder agrees to keep the fact of such Black-Out Period confidential. The Company shall not impose a Black-Out Period under this Section 5 4 for more than thirty (30) consecutive days and not more than twice in any given twelve (12) month period; provided, that at least ninety (90) days must pass between Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the effectiveness of any Shelf Registration Statement if the Commission SEC rules and regulations prohibit the Company from maintaining the effectiveness of a Shelf Registration because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow the Company to re-effect a Shelf Registration Statement (provided that the Company shall use its reasonable best efforts to cure any such situation as soon as possible so that the Shelf Registration Statement can be made effective at the earliest possible time). The Company shall not effect a Black-Out Period unless the Company also institutes such Black-Out Period against sales under any Registration Statements on Form S-8 or any other registration statement that the Company has on file with the SEC at such time. Notwithstanding the foregoing, the Company undertakes and covenants that until the first to occur of (i) the end of sixty (60) days following the effective date of the Shelf Registration Statement, or (ii) the date that all the Shares and Warrant Shares have been resold pursuant to a registration statement or Rule 144, the Company will not take any action, including, without limitation, entering into any acquisition, share exchange or sale or other transaction that could have the effect of delaying the effectiveness of any pending Registration Statement, requiring a post-effective amendment to be filed or causing a post-effective amendment to a Registration Statement to not be declared effective or for a Holder not to be able to effect sales for a period of fifteen (15) or more days.