Common use of Limitations on Demand Registrations Clause in Contracts

Limitations on Demand Registrations. Each Designated Holder shall be entitled to one Demand Registration prior to the first anniversary of the date of this Agreement, and each such Demand Registration shall be with respect to a minimum anticipated aggregate offering price of Registrable Securities (calculated based upon the Market Price of the Common Shares on the proposed date of filing of a New Registration Statement or, in the case of an Existing Shelf Registration Statement, on the date of the Registration Notice) of $10,000,000. A Designated Holder shall be entitled to up to two additional Demand Registrations of Registrable Securities if such Designated Holder (which, for this purpose, shall include all Management Holders who collectively exercise their Demand Registration rights at the same time) then owns in excess of 5.0% of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, or is then an Affiliate of the Company; provided, however, that in the event that a Designated Holder who or which is not an Affiliate of the Company elects to exercise a Demand Registration at such time when such Designated Holder owns less than 8.0%, but more than 5.0%, of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, in each case, after the first anniversary of the date of this Agreement, then such Designated Holder shall be deemed to have waived its or his/her right to any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may not exercise any Demand Registration rights within 60 days following such Designated Holder’s prior exercise of a Demand Registration right.

Limitations on Demand Registrations. Each Designated Holder The Demand Registration ----------------------------------- rights granted to the Holders in Section 3(a) are subject to the following limitations: (i) each registration in respect of a Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000.00, which market value shall be entitled to one Demand Registration prior to determined by multiplying the first anniversary of the date of this Agreement, and each such Demand Registration shall be with respect to a minimum anticipated aggregate offering price number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (calculated based upon provided that the Market Price limitation set forth in this clause (i) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 under the Act because of the Common Shares on Company's failure to comply with the proposed information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the Holders requesting such registration) delivers a written opinion of counsel to such Holders to the effect that such Holders' Registrable Securities may be publicly offered and sold without registration under the Act); (ii) the Company shall not be required to cause a registration pursuant to Section 3(a) to be declared effective within a period of 150 days after the effective date of filing any registration statement of the Company effected in connection with a New Registration Statement orDemand Registration; and (iii) if the Board of Directors of the Company, in the case of an Existing Shelf Registration Statementits good faith judgment, on the date of the Registration Notice) of $10,000,000. A Designated Holder shall be entitled to up to two additional Demand Registrations determines that any registration of Registrable Securities if such Designated Holder should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (whicha "VALID BUSINESS -------------- REASON"), for this purpose, shall include all Management Holders who collectively exercise their the Company may (x) postpone filing a registration statement relating ------ to a Demand Registration rights at until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and,(y) in case a registration statement has been filed relating to a Demand Registration, if the same time) then owns in excess Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of 5.0% a majority of the then outstanding Common SharesCompany's Board of Directors, taking into account such majority to include at least one director affiliated with WSDF, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement; the completion Company shall give written notice of its determination to postpone or withdraw a registration statement and of the sale fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under Section 3(f)(iii) hereof more than once in any twelve-month period. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to his/her or its previous Demand Registration(s)such registration statement and, if anyso directed by the Company, or is will deliver to the Company (at the Company's expenses) all copies, other than permanent file copies, then an Affiliate in such Holder's possession, of the Company; provided, however, prospectus covering such Registrable Securities that was in effect at the event that a Designated Holder who or which is not an Affiliate time of receipt of such notice. If the Company elects to exercise shall give any notice of postponement or withdrawal of a Demand Registration registration statement, the Company shall, at such time when as the Valid Business Reason that caused such Designated Holder owns less postponement or withdrawal no longer exists (but in no event no later than 8.0%, but more than 5.0%, of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, in each case, ninety (90) days after the first anniversary of the date of the postponement), use its best efforts to promptly effect the registration under the Act of the Registrable Securities covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless the Holder(s) delivering the Demand Registration request shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), then and such Designated Holder registration shall not be deemed postponed or withdrawn pursuant to have waived its or his/her right to any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may not exercise any Demand Registration rights within 60 days following such Designated Holder’s prior exercise of a Demand Registration rightclause (iii) above.

Limitations on Demand Registrations. Each Designated If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall exist to postpone the registration of Registrable Securities pursuant to a Demand Registration, or the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, and the Company furnishes to the Requesting Holder shall be entitled (or Requesting Holders, as the case may be) a Postponing Officer’s Certificate, (i) the Company may postpone the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to one such Demand Registration prior and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the first anniversary Company may postpone amending or supplementing such Registration Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of this Agreementthe Demand Registration Notice or, and each if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be with respect to a minimum anticipated aggregate offering price of Registrable Securities (calculated based upon the Market Price of the Common Shares on the proposed date of filing of a New Registration Statement or, in the case of an Existing Shelf Registration Statement, on the date of the Registration Notice) of $10,000,000. A Designated Holder shall be entitled to up withdraw the Demand Registration request by written notice to two additional Demand Registrations of Registrable Securities the Company and, if such Designated Holder (whichrequest is withdrawn, for this purpose, it shall include all Management Holders who collectively exercise their Demand Registration rights at the same time) then owns in excess of 5.0% of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, or is then an Affiliate of the Company; provided, however, that in the event that a Designated Holder who or which is not an Affiliate of the Company elects to exercise count as a Demand Registration at hereunder. In addition to the Postponing Officer’s Certificate discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such time when such Designated Holder owns less than 8.0%postponement no longer exists. Notwithstanding anything to the contrary contained herein, but the Company may not postpone a filing, amendment or supplement under this Section 2.02(b) due to a Valid Business Reason more than 5.0%three (3) times, or for more than an aggregate of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if anyninety (90) days, in each case, after during any 12-month period. Each Holder shall keep confidential the first anniversary fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the date of this Agreementproposed disclosure to the extent it is permitted to do so under applicable law, then such Designated Holder shall be deemed to have waived its or his/her right and (E) for disclosure to any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may not exercise any Demand Registration rights within 60 days following such Designated other Holder’s prior exercise of a Demand Registration right.

Limitations on Demand Registrations. Each Designated Holder shall The Holders will be entitled to initiate up to an aggregate of three (3) Demand Registrations, and the Company will not be obligated to effect more than one Demand Registration in any six month period provided each such request provides for the registration of at least 20% of the Registrable Securities then held by all of the Holders or is reasonably expected to result in aggregate gross proceeds of at least $25 million. Upon filing a Registration Statement, the Company will use its reasonable best efforts to keep such Registration Statement effective with the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request (or to terminate the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any Demand Registration to be effected under any Short-Form Registration) due to marketing conditions or regulatory reasons relating to the Company (provided that this clause (a) shall cease to apply to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first anniversary filed with the SEC (other than solely by reason of the Holder having refused to proceed or provide any required information for inclusion therein) and the Holder withdraws the Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Holder’s reasonable satisfaction within thirty (30) days of the date of this Agreementsuch order, and each or (d) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such Demand Registration shall be with respect to request are not satisfied (other than as a minimum anticipated aggregate offering price of Registrable Securities (calculated based upon the Market Price of the Common Shares on the proposed date of filing result of a New Registration Statement or, in material default or breach thereunder by the case of an Existing Shelf Registration Statement, on the date of the Registration Notice) of $10,000,000. A Designated Holder shall be entitled to up to two additional Demand Registrations of Registrable Securities if such Designated Holder (which, for this purpose, shall include all Management Holders who collectively exercise their Demand Registration rights at the same time) then owns in excess of 5.0% of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(sHolder), if any, or is then an Affiliate of the Company; provided, however, that in the event that a Designated Holder who or which is not an Affiliate of the Company elects to exercise a Demand Registration at such time when such Designated Holder owns less than 8.0%, but more than 5.0%, of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, in each case, after the first anniversary of the date of this Agreement, then such Designated Holder shall be deemed to have waived its or his/her right to any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not exercise any Demand such request counts toward the limitation set forth above. No Piggyback Registration rights within 60 days following such Designated Holder’s prior exercise shall count for purposes of a Demand Registration rightthis limitation.

Limitations on Demand Registrations. Each Designated Holder If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall be entitled exist to one postpone the registration of Registrable Securities pursuant to a Demand Registration, or the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, and the Company furnishes to the Participating Holders a Postponing Officer’s Certificate, (i) the Company may postpone the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to such Demand Registration prior and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the first anniversary Company may postpone amending or supplementing such Registration Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of this Agreementthe Demand Registration Notice or, and each if later, the occurrence of the Valid Business Reason. In the event of any such postponement, any Requesting Holder initiating such Demand Registration shall be with respect entitled to a minimum anticipated aggregate offering price of Registrable Securities (calculated based upon withdraw its Demand Registration request by written notice to the Market Price Company and, if such request is withdrawn by any of the Common Shares on the proposed date of filing of a New Registration Statement or, in the case of an Existing Shelf Registration Statement, on the date of the Registration Notice) of $10,000,000. A Designated Holder shall be entitled to up to two additional Demand Registrations of Registrable Securities if such Designated Holder (which, for this purpose, shall include all Management Holders who collectively exercise their Demand Registration rights at the same time) then owns in excess of 5.0% of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(sRequesting Holder(s), if any, or is then an Affiliate of the Company; provided, however, that in the event that a Designated Holder who or which is it shall not an Affiliate of the Company elects to exercise count as a Demand Registration at hereunder. In addition to the Postponing Officer’s Certificate discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such time when such Designated Holder owns less than 8.0%postponement no longer exists. Notwithstanding anything to the contrary contained herein, but the Company may not postpone a filing, amendment or supplement under this Section 2.02(b) due to a Valid Business Reason more than 5.0%two (2) times, or for more than an aggregate of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if anyninety (90) days, in each case, after during any 12-month period. Each Holder shall keep confidential the first anniversary fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the date of this Agreementproposed disclosure to the extent it is permitted to do so under applicable law, then such Designated Holder shall be deemed to have waived its or his/her right and (E) for disclosure to any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may not exercise any Demand Registration rights within 60 days following such Designated other Holder’s prior exercise of a Demand Registration right.

Limitations on Demand Registrations. Each Designated If the Board of Directors, in its good faith judgment, determines that the registration of Registrable Securities pursuant to a Demand Registration, or the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would require the Company to make an Adverse Disclosure (a “Valid Business Reason”), and the Company notifies the Requesting Holder shall be entitled (or Requesting Holders, as the case may be) in writing of the existence of a Valid Business Reason (“Valid Business Reason Notice”) , (i) the Company may postpone the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to one such Demand Registration prior and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the first anniversary Company may postpone amending or supplementing such Registration Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of this Agreementthe Demand Registration Notice or, and each if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Valid Business Reason Notice discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such postponement no longer exists. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 2.01(b) due to a Valid Business Reason for more than an aggregate of ninety (90) days during any 12-month period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Valid Business Reason Notice and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to a minimum anticipated aggregate offering price its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of Registrable Securities its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (calculated based upon D) as required by law, rule or regulation, provided that the Market Price Holder gives prior written notice to the Company of such requirement and the contents of the Common Shares on proposed disclosure to the proposed date of filing of a New Registration Statement orextent it is permitted to do so under applicable law, in the case of an Existing Shelf Registration Statement, on the date of the Registration Noticeand (E) of $10,000,000. A Designated Holder shall be entitled to up to two additional Demand Registrations of Registrable Securities if such Designated Holder (which, for this purpose, shall include all Management Holders who collectively exercise their Demand Registration rights at the same time) then owns in excess of 5.0% of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, or is then an Affiliate of the Company; provided, however, that in the event that a Designated Holder who or which is not an Affiliate of the Company elects to exercise a Demand Registration at such time when such Designated Holder owns less than 8.0%, but more than 5.0%, of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, in each case, after the first anniversary of the date of this Agreement, then such Designated Holder shall be deemed to have waived its or his/her right disclosure to any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may not exercise any Demand Registration rights within 60 days following such Designated other Holder’s prior exercise of a Demand Registration right.

Limitations on Demand Registrations. Each Designated If the Board of Directors, in its good faith judgment, determines that the registration of Registrable Securities pursuant to a Demand Registration, or the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, would materially interfere with any financing, acquisition, corporate reorganization or merger or other transaction involving the Company or would require the Company to make an Adverse Disclosure (a “Valid Business Reason”), and the Company furnishes to the Requesting Holder shall be entitled (or Requesting Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) stating that a Valid Business Reason exists (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to one such Demand Registration prior and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the first anniversary Company may postpone amending or supplementing such Registration Statement or causing such Registration Statement to be declared effective, in the case of clauses (i) and (ii) above until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than ninety (90) days after the date of this Agreementthe Demand Registration Notice or, and each if earlier, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be with respect to a minimum anticipated aggregate offering price of Registrable Securities (calculated based upon the Market Price of the Common Shares on the proposed date of filing of a New Registration Statement or, in the case of an Existing Shelf Registration Statement, on the date of the Registration Notice) of $10,000,000. A Designated Holder shall be entitled to up withdraw the Demand Registration request by written notice to two additional Demand Registrations of Registrable Securities the Company and, if such Designated Holder (whichrequest is withdrawn, for this purpose, it shall include all Management Holders who collectively exercise their Demand Registration rights at the same time) then owns in excess of 5.0% of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, or is then an Affiliate of the Company; provided, however, that in the event that a Designated Holder who or which is not an Affiliate of the Company elects to exercise count as a Demand Registration at hereunder. In addition to the Postponing Officer’s Certificate discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such time when such Designated Holder owns less than 8.0%postponement no longer exists. Notwithstanding anything to the contrary contained herein, but the Company may not postpone a filing, amendment, supplement or declaration of effectiveness under this Section 2.01(b) due to a Valid Business Reason more than 5.0%two (2) times, or for more than an aggregate of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if anyone hundred and twenty (120) days, in each case, after during any 12-month period. Each Holder shall keep confidential the first anniversary fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the date of this Agreementproposed disclosure to the extent it is permitted to do so under applicable law, then such Designated Holder shall be deemed to have waived its or his/her right and (E) for disclosure to any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may not exercise any Demand Registration rights within 60 days following such Designated other Holder’s prior exercise of a Demand Registration right.

Limitations on Demand Registrations. Each Designated Holder shall be entitled to one Demand Registration prior to If the first anniversary Board of the date of this AgreementDirectors, and each such Demand Registration shall be with respect to a minimum anticipated aggregate offering price in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board of Directors has determined would not be in the best interests of the Company to be disclosed at such time, including any registration of Registrable Securities that is requested or continuing at a time during a “blackout period” in accordance with the Company’s trading policies or at such time that any Initiating Holder may be deemed to hold material non-public information regarding the Company, due to such person’s status as a director or officer of the Company, or otherwise (calculated based a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the Market Price approval of a majority of the Common Shares on the proposed date Board of filing of a New Directors, may postpone amending or supplementing such Registration Statement orand, if determined by the Board of Directors to be in the best interests of the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all participating Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of an Existing Shelf Registration Statementa Long-Form Registration, on the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the Registration Noticegiving of such notice pursuant to this Section 3(b) to and including the date when sellers of $10,000,000. A Designated Holder shall be entitled to up to two additional Demand Registrations of such Registrable Securities if under such Designated Holder (which, for this purpose, Registration Statement shall include all Management Holders who collectively exercise their Demand Registration rights at have received the same time) then owns in excess of 5.0% copies of the then outstanding Common Sharessupplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, or is then an Affiliate of the Company; provided, however, that in the event that a Designated Holder who or which is not an Affiliate of the Company elects may not withdraw a filing under this Section 3(b) or Section 5(c) due to exercise a Demand Registration at such time when such Designated Holder owns less than 8.0%, but Valid Business Reason more than 5.0%once in any 12 month period, of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, in each case, after the first anniversary of the date of this Agreement, then such Designated Holder shall be deemed to have waived its or his/her right to any and all additional Demand Registrations may not postpone an offering under this Agreement. Notwithstanding the foregoing, Section 3(b) or Section 5(c) due to a Designated Holder may not exercise Valid Business Reason for a period of greater than 120 days during any Demand Registration rights within 60 days following such Designated Holder’s prior exercise of a Demand Registration right12-month period.

Limitations on Demand Registrations. Each Designated Holder shall be entitled to one The Demand Registration prior rights granted to the first anniversary Holders in Section 3(a) are subject to each of the following limitations: (i) the Company shall not be required to cause a Demand Registration pursuant to Section 3(a) to be declared effective within a period of one hundred eighty (180) days after the effective date of any registration statement (other than a registration statement on Form S-4 or Form S-8 or any successor form) of the Company under the Act covering securities of the same class as any Registrable Securities and (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities or sales thereof pursuant to a registration statement should not be made because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or any of its subsidiaries (a "VALID BUSINESS REASON"), the Company may postpone filing or effecting a registration statement relating to a Demand Registration, or withdraw or suspend sales under the same, until such Valid Business Reason no longer exists, but in no event for more than one hundred eighty (180) days after the date of this Agreementpostponement, and each such Demand Registration shall be with respect to a minimum anticipated aggregate offering price of Registrable Securities (calculated based upon the Market Price of the Common Shares on the proposed date of filing of a New Registration Statement orwithdrawal or suspension, in as the case of an Existing Shelf Registration Statement, on the date of the Registration Notice) of $10,000,000. A Designated Holder shall be entitled to up to two additional Demand Registrations of Registrable Securities if such Designated Holder (which, for this purpose, shall include all Management Holders who collectively exercise their Demand Registration rights at the same time) then owns in excess of 5.0% of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, or is then an Affiliate of the Companymay be; provided, however, that the Company may not postpone or withdraw a filing or suspend sales under this Section 3(f)(ii) more than once in any twelve-month period; PROVIDED, HOWEVER, that the event that a Designated Holder who or which is Company may not an Affiliate take any such action unless it simultaneously takes similar action with respect to any other Registration Statements under the Act of the Company elects that are then effective or that are contemplated or required to exercise be filed. Upon receipt by a Demand Registration at Holder of any notice from the Company that the Company has determined to withdraw or suspend sales under any effective registration statement pursuant to clause (ii) above, such time when such Designated Holder owns less than 8.0%, but more than 5.0%, of the then outstanding Common Shares, taking into account the completion of the sale will discontinue its disposition of Registrable Securities pursuant to his/her or its previous Demand Registration(s)such registration statement and, if anyso directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in each casesuch Holder's possession, of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or withdrawal of, or suspension of sales under, a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event later than one-hundred eighty (180) days after the first anniversary of the date of the postponement, withdrawal or suspension), use commercially reasonable efforts to effect promptly the registration under the Act of the Registrable Securities covered by the postponed or withdrawn registration statement in accordance with this AgreementSection 3 (unless a majority of the Initiating Holders of such class delivering the Demand Registration request shall have withdrawn such request) or to amend or supplement the registration statement under which sales were suspended. If sales were suspended under a registration statement, then such Designated Holder the period of 90 days specified in Section 3(b) hereof shall be deemed extended by the period during which Holders are required to have waived its or his/her right to any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may not exercise any Demand Registration rights within 60 days following such Designated Holder’s prior exercise so discontinue disposition of a Demand Registration rightRegistrable Securities.