Common use of Postponement of Demand Registration Clause in Contracts

Postponement of Demand Registration. The Corporation, with the approval of the Board, shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of forty-five (45) days, the filing of a Registration Statement, or suspend the use of such effective Registration Statement (a “Suspension”) for such period of time if the Corporation delivers to the holders requesting the Demand Registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying that, in the good faith judgment of the Board (after consultation with its outside counsel), such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing or other material transaction of the Corporation under consideration by the Corporation or (ii) would require public disclosure of material information that has not been disclosed to the public, which information (A) would be required to be disclosed in such Registration Statement so that such Registration Statement would not be materially misleading, and (B) the premature disclosure of which would materially adversely affect the Corporation. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an approximation of the anticipated delay or length of suspension. The Holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) and, if the certificate relates to the suspension of use of an effective Registration Statement, shall discontinue sales under the Registration Statement. If the Corporation shall so postpone the filing of a Registration Statement, a Demand Registration Holder requesting such registration shall have the right to withdraw its request for registration by giving written notice to the Corporation within ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holders, and if so withdrawn, any shares of Series A Preferred Stock held by such Holder(s) shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise provided in the Certificate of Designation. The Corporation shall promptly notify the selling Holders of the expiration of any period during which it exercised its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Corporation, with the approval of the Board, Company shall be entitled to postpone (but not more than once in any twelve12-month period), for a reasonable period of time not in excess of forty-five thirty (4530) days, the filing (but not the preparation) of a Registration Statement, or suspend the use of such effective Registration Statement (a “Suspension”) for such period of time if the Corporation Company delivers to the holders Stockholders requesting the Demand Registration registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying that, in the good faith judgment of the Board (after consultation with its outside counsel), that such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or other any material transaction of the Corporation under consideration by the Corporation Company or (ii) would require public disclosure of material information that has not been disclosed the Company to the public, which information (A) would be required to be disclosed in such Registration Statement so that such Registration Statement would not be materially misleading, and (B) the premature disclosure of which would materially adversely affect the Corporationmake an Adverse Disclosure. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an approximation of the anticipated delay or length of suspensiondelay. The Holders Stockholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) and, if the certificate relates to the suspension of use of an effective Registration Statement, shall discontinue sales under the Registration Statement2(e)(xv). If the Corporation Company shall so postpone the filing of a Registration Statement, a Demand Registration Holder the Stockholders requesting such registration shall have the right to withdraw its the request for registration by giving written notice to the Corporation Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holdersapplicable Stockholders and, and if so withdrawnfor the avoidance of doubt, any shares of Series A Preferred Stock held by upon such Holder(s) withdrawal, the withdrawn request shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise constitute a Demand Notice; provided that in the Certificate of Designation. The Corporation event such Stockholders do not so withdraw the request for registration, the Company shall promptly notify the selling Holders of the expiration of any period continue to prepare a Registration Statement during which such postponement such that, if it exercised its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c2(b)(iii), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, of the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Corporation, with Corporation shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 4 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if the approval Corporation shall furnish to the holders requesting registration a certificate signed by a Chief Executive Officer or equivalent senior executive of the BoardCorporation stating that the filing, effectiveness or continued use of such Registration Statement would require the Corporation to make an Adverse Disclosure, in which case the Corporation shall be entitled to postpone have a period (but each a “Demand Delay”) of not more than once in any twelve-month period), for a reasonable period of time not in excess of forty-five (45) days, days or if shorter the period to the filing of a Registration Statement, or suspend the use of such effective Registration Statement (a “Suspension”) for such period of time if the Corporation delivers to the holders requesting the Demand Registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying that, in the good faith judgment of the Board (after consultation with its outside counsel), such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing or other material transaction of the Corporation under consideration by the Corporation of its next quarterly report on Form 10-Q or (ii) would require public disclosure of material information that has not been disclosed annual report on Form 10-K, or such longer period as the Stockholder initiating such registration request shall consent to the publicin writing, within which information (A) would be required to be disclosed in file such Registration Statement so that such Registration Statement would Statement; provided, however, that, unless consented to in writing by each Stockholder, the Corporation shall not be materially misleadingpermitted to exercise more than three (3) Demand Delays (pursuant to this Section 4(c)) and Shelf Suspensions (pursuant to Section 3(c)) in the aggregate during any twelve (12)-month period, and or exercise any Demand Delays or Shelf Suspensions for a period of longer than ninety (B90) days in the premature disclosure of which would materially adversely affect the Corporationaggregate during any twelve (12)-month period. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an approximation of the anticipated delay or length of suspension. The Holders Each Stockholder receiving such certificate shall keep confidential the information contained fact that a Demand Delay is in such certificate confidential subject to the same terms set forth in Section 6(p) andeffect, if the certificate relates referred to above and its contents for the suspension permitted duration of use of an effective Registration Statementthe Demand Delay or until otherwise notified by the Corporation, shall discontinue sales under the Registration Statementin each case in accordance with Section 13(k). If the Corporation shall so postpone the filing of a Registration Statement, a the Stockholder requesting such Demand Registration Holder requesting such registration shall have the right to withdraw its the request for registration by giving written notice to the Corporation within ten (10) days of prior to the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holders, and if so withdrawn, any shares of Series A Preferred Stock held by such Holder(s) shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise provided in the Certificate of Designation. The Corporation shall promptly notify the selling Holders of the expiration of any period during which it exercised its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Registration Statementholders.

Postponement of Demand Registration. The Corporation, with the approval of the Board, Corporation shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 4 (but shall be entitled obligated to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of forty-five (45) days, the filing of a Registration Statement, or suspend the use of continue to prepare such effective Registration Statement (a “Suspension”or other disclosure document) for such period of time if the Corporation delivers shall furnish to the holders requesting the Demand Registration registration a certificate signed by both the chief executive officer and officer, chief financial officer, general counsel or other equivalent senior executive officer of the Corporation certifying thatstating that the filing, in the good faith judgment effectiveness or continued use of the Board (after consultation with its outside counsel), such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing or other material transaction of the Corporation under consideration by the Corporation or (ii) would require public disclosure of material information that has not been disclosed to the public, which information (A) would be required to be disclosed in such Registration Statement so that such Registration Statement would require the Corporation to make an Adverse Disclosure, in which case the Corporation shall have a period (in each case, a “Demand Delay”) of not more than sixty (60) days or such longer period as the Principal Stockholder initiating such registration request shall consent to in writing, within which to file such Registration Statement; provided, however, that, unless consented to in writing by the KKR Stockholders and the Walgreens Stockholders, the Corporation shall not be materially misleading, permitted to exercise more than two (2) Demand Delays pursuant to this Section 4(c) and (BShelf Suspensions pursuant to Section 3(c) in the premature disclosure of which would materially adversely affect the Corporationaggregate. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an approximation of the anticipated delay or length of suspension. The Holders Each Stockholder receiving such certificate shall keep confidential the information contained fact that a Demand Delay is in such certificate confidential subject to the same terms set forth in Section 6(p) andeffect, if the certificate relates referred to above and its contents for the suspension permitted duration of use of an effective Registration Statementthe Demand Delay until otherwise notified by the Corporation, shall discontinue sales under the Registration Statementin each case in accordance with Section 12(k). If the Corporation shall so postpone the filing of a Registration Statement, a the Principal Stockholder requesting such Demand Registration Holder requesting such registration shall have the right to withdraw its the request for registration by giving written notice to the Corporation within ten twenty (1020) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holdersholders; provided, and however, that any other Principal Stockholder may elect to continue such Demand Registration as if so withdrawnit were the requesting Principal Stockholder (which continuation shall, any shares for the avoidance of Series A Preferred Stock held by such Holder(s) shall doubt, not be converted by require the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise provided in the Certificate of Designation. The Corporation shall promptly notify the selling Holders of the expiration restart of any period during which it exercised its rights under this applicable minimum notice provisions, but shall count as a Demand Registration for purposes of Section 3(c4(e). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The If the board of directors of the Corporation, with the approval of the Board, shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of forty-five (45) days, the filing of a Registration Statement, or suspend the use of such effective Registration Statement (a “Suspension”) for such period of time if the Corporation delivers to the holders requesting the Demand Registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying that, in the its good faith judgment reasonable judgment, determines that any registration of the Board (after consultation with its outside counsel), such registration and offering (i) Registrable Securities should not be made or continued because it would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing financing, acquisition, corporate reorganization, merger, share exchange or other material transaction of the Corporation under consideration by or event involving the Corporation or (ii) would require public disclosure any of material its subsidiaries or because the Corporation does not yet have appropriate financial statements of acquired or to be acquired entities available for filing or because the Corporation has material, confidential information that has not been disclosed to the public, which information (A) would may be required to be disclosed in a registration statement and which the board of directors of the Corporation deems reasonably inappropriate to disclose at such time (in each case, a “Valid Business Reason”), then (x) the Corporation may postpone filing a Registration Statement relating to a Demand Registration until five (5) business days after such Valid Business Reason no longer exists, but in no event for more than 75 days after the date the board of directors of the Corporation determines a Valid Business Reason exists, or (y) the Corporation may, to the extent determined in the good faith reasonable judgment of the board of directors of the Corporation to be reasonably necessary, cause such Registration Statement so that to be withdrawn and its effectiveness terminated or postpone amending or supplementing such Registration Statement would not be materially misleadinguntil five (5) business days after such Valid Business Reason no longer exists, and (B) but in no event for more than 75 days after the premature disclosure date the board of which would materially adversely affect the Corporation. Such certificate shall be delivered by directors of the Corporation promptly with respect determines a Valid Business Reason exists (such period of postponement or withdrawal under clause (x) or (y) of this Section 3(c), the “Postponement Period”). The Corporation shall give written notice of its determination to such Demand postpone or withdraw a Registration Statement and shall contain a statement in reasonable detail of the reasons fact that the Valid Business Reason for such postponement or suspension and an approximation withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Corporation shall not be permitted to postpone or withdraw a Registration Statement after the expiration of any Postponement Period until twelve (12) months after the anticipated delay expiration of such Postponement Period. If the Corporation shall give any notice of postponement or length withdrawal of suspension. The Holders receiving such certificate shall keep the information contained in such certificate confidential subject any Registration Statement pursuant to the same terms set forth in Section 6(p) andforegoing paragraph, if the certificate relates Corporation shall not, during the Postponement Period, register any Class A Common Stock, other than pursuant to a registration statement on Form S-4 or Form S-8 (or any similar or successor form). Each holder of Registrable Securities agrees that, upon receipt of any written notice from the Corporation that the Corporation has determined to withdraw, terminate or postpone amending or supplementing any Registration Statement pursuant to the suspension foregoing paragraph, such holder will for a corresponding period discontinue its disposition of use of an effective Registration Statement, shall discontinue sales under the Registrable Securities pursuant to such Registration Statement. If the Corporation shall so postpone have withdrawn or prematurely terminated a Registration Statement filed pursuant to Section 3(a) (whether pursuant to the filing foregoing paragraph or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court or for any other reason permitted hereunder), the Corporation shall not be considered to have effected an effective registration for the purposes of this Agreement until the Corporation shall have filed a new Registration Statement covering the Registrable Securities covered by the withdrawn or terminated Registration Statement and such Registration Statement shall have been declared effective and shall not have been withdrawn. If the Corporation shall give any notice of withdrawal or postponement of a Registration Statement, a Demand Registration Holder requesting such registration shall have the right to withdraw its request for registration by giving written notice to the Corporation within ten shall, not later than five (105) business days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 45 days after the date the board of directors of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holders, and if so withdrawn, any shares of Series A Preferred Stock held by such Holder(s) shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise provided in the Certificate of Designation. The Corporation shall promptly notify the selling Holders of the expiration of any period during which it exercised its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(cdetermines a Valid Business Reason exists), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause effect the effectiveness ofregistration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed Registration Statement in accordance with this Section 3 (unless the initiating holders shall have withdrawn such request, as applicablein which case the Corporation shall not be considered to have effected an effective registration for the purposes of this Agreement), and such registration shall not be withdrawn or postponed pursuant to the applicable deferred or suspended Registration Statementforegoing paragraph.

Postponement of Demand Registration. The Corporation, with the approval of the Board, shall Company will be entitled to postpone (but not more than once in the filing or the effectiveness of any twelve-month period), Demand Registration for a reasonable period of time time, if the Company determines, in the good faith exercise of the business judgment of its Board of Directors after consultation with counsel, that such registration and offering could materially interfere during such period with BONA FIDE financing plans of the Company or would require disclosure during such period of information, that if disclosed prematurely, could materially and adversely affect the Company; PROVIDED, HOWEVER, that the duration of all periods of Demand Registration postponement pursuant to this Section 1.2(d), together with the duration of all Blackout Periods referenced in the last paragraph of Section 1.5 hereof, shall not in excess exceed 180 days during any 12-month period; and provided further, however, that the postponement of forty-five (45) the filing period, pursuant to this Section 1.2(d), of any Underwritten Demand Registration and the first Shelf Demand Registration effected hereunder shall not exceed 90 days, . If the Company postpones the filing of a Registration Statement, or suspend the use of such effective Registration Statement (a “Suspension”) for such period of time if the Corporation delivers to it will promptly notify the holders requesting of Registrable Securities in writing when the Demand Registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying that, in the good faith judgment of the Board (after consultation with its outside counsel), such registration and offering (i) would reasonably be expected to materially adversely affect events or materially interfere with any bona fide material financing or other material transaction of the Corporation under consideration by the Corporation or (ii) would require public disclosure of material information that has not been disclosed to the public, which information (A) would be required to be disclosed in such Registration Statement so that such Registration Statement would not be materially misleading, and (B) the premature disclosure of which would materially adversely affect the Corporation. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for circumstances permitting such postponement or suspension and an approximation of the anticipated delay or length of suspension. The Holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) and, if the certificate relates to the suspension of use of an effective Registration Statement, shall discontinue sales under the Registration Statementhave ended. If the Corporation shall so postpone Company postpones the filing or effectiveness of a Registration Statement, a the holders of Registrable Securities may elect to withdraw their request for such registration, and in the case of an Underwritten Demand Registration Holder requesting Registration, such registration shall have the right to withdraw its request for registration by giving written notice to the Corporation within ten (10) days not be counted as one of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holders, and if so withdrawn, any shares of Series A Preferred Stock held by such Holder(s) shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise provided in the Certificate of Designation. The Corporation shall promptly notify the selling Holders of the expiration of any period during which it exercised its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Registration StatementUnderwritten Demand Registrations.

Postponement of Demand Registration. The Corporation, with the approval of the Board, Company shall be entitled to postpone (but not more than once in any twelve12-month period), for a reasonable period of time not in excess of forty-five (45) 60 days, the filing (but not the preparation) of a Registration Statement, or suspend the use of such effective Registration Statement (a “Suspension”) for such period of time if the Corporation Company delivers to the holders Shareholders requesting the Demand Registration registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying that, in the good faith judgment of the Board (after consultation with its outside counsel), that such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or other any material transaction of the Corporation under consideration by the Corporation Company or require the Company to make an Adverse Disclosure; provided, however, that (i) with respect to each 12-month period, the 60-day maximum described in this sentence will be reduced by one day for each day during which holders of Registrable Securities are required to discontinue disposition of securities pursuant to the last paragraph of Section 6 and (ii) would require public disclosure of material information that has not been disclosed in the event any Mandatory Conversion Date occurs on or prior to the publicsecond anniversary of the date hereof, which information the restrictions in Section 3(a) and this Section 3(c) shall not apply from the first such Mandatory Conversion Date until the business day after the second anniversary of the date hereof; provided, further, however, that with respect to the foregoing (Aii), to the extent that each holder of Registrable Securities subject to the Mandatory Conversion is offered the option to include all its securities so converted in a concurrently consummated underwritten offering pursuant to a Piggyback Registration, the restrictions in Section 3(a) would be required and this Section 3(c) shall continue to be disclosed in such Registration Statement so that such Registration Statement would not be materially misleading, and (B) the premature disclosure of which would materially adversely affect the Corporationapply. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an approximation of the anticipated delay or length of suspensiondelay. The Holders Shareholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) and, if the certificate relates to the suspension of use of an effective Registration Statement, shall discontinue sales under the Registration Statement6(o). If the Corporation Company shall so postpone the filing of a Registration Statement, a Demand Registration Holder the Shareholders requesting such registration shall have the right to withdraw its the request for registration by giving written notice to the Corporation Company within ten (10) 10 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holdersapplicable Shareholders and, and if so withdrawnfor the avoidance of doubt, any shares of Series A Preferred Stock held by upon such Holder(s) withdrawal, the withdrawn request shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise constitute a Demand Notice; provided that in the Certificate of Designation. The Corporation event such Shareholders do not so withdraw the request for registration, the Company shall promptly notify the selling Holders of the expiration of any period continue to prepare a Registration Statement during which such postponement such that, if it exercised exercises its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, of the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Corporation, with the approval of the Board, Company shall be entitled to postpone (but not more than once in any twelve12-month period), for a reasonable period of time not in excess of forty-five (45) 75 days, the filing (but not the preparation) of a Registration Statement, or suspend the use of such effective Registration Statement (a “Suspension”) for such period of time if the Corporation Company delivers to the holders Shareholders requesting the Demand Registration registration a certificate signed by both the chief an executive officer and chief financial officer of the Corporation certifying that, in the good faith judgment of the Board (after consultation with its outside counsel), that such registration and offering would (i) would reasonably be expected require the Company to materially adversely affect make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing financing, acquisition, disposition or other material similar transaction involving the Company or any of its Subsidiaries then under consideration; provided, however, that with respect to each 12-month period, the Corporation under consideration 75-day maximum described in this sentence will be reduced by the Corporation or (ii) would require public disclosure one day for each day during which holders of material information that has not been disclosed Registrable Securities are required to discontinue disposition of securities pursuant to the public, which information (A) would be required to be disclosed in such Registration Statement so that such Registration Statement would not be materially misleading, and (B) the premature disclosure last paragraph of which would materially adversely affect the CorporationSection 6. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an approximation of the anticipated delay or length of suspensiondelay. The Holders Shareholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) and, if the certificate relates to the suspension of use of an effective Registration Statement, shall discontinue sales under the Registration Statement6(o). If the Corporation Company shall so postpone the filing of a Registration Statement, a Demand Registration Holder the Shareholders requesting such registration shall have the right to withdraw its the request for registration by giving written notice to the Corporation Company within ten (10) 10 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holdersapplicable Shareholders and, and if so withdrawnfor the avoidance of doubt, any shares of Series A Preferred Stock held by upon such Holder(s) withdrawal, the withdrawn request shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise constitute a Demand Notice; provided that in the Certificate of Designation. The Corporation event such Shareholders do not so withdraw the request for registration, the Company shall promptly notify the selling Holders of the expiration of any period continue to prepare a Registration Statement during which such postponement such that, if it exercised exercises its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, of the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The IPO Corporation, with the approval of the Board, Board shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of forty-five thirty (4530) days, the filing of a Registration Statement, Statement or suspend the use of such an effective Registration Statement (a “Suspension”) for such period of time if the IPO Corporation delivers to the holders requesting the Demand Registration a certificate signed by both the chief executive officer and chief financial officer of the IPO Corporation certifying that, in the good faith judgment of the Board (after consultation with its outside counsel), such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with any bona fide and reasonably imminent material financing or other material transaction of the IPO Corporation under consideration by the IPO Corporation or (ii) would require public disclosure of material information that has not been disclosed to the public, which information (A) would be required to be disclosed in such any Registration Statement so that such Registration Statement would not be materially misleading, (B) would not be required to be disclosed at such time but for the filing, effectiveness or continued use of such Registration Statement, and (BC) the premature disclosure of which would materially adversely affect the IPO Corporation. Such certificate shall be delivered by the IPO Corporation promptly after the delivery of the Demand Notice with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an approximation of the anticipated delay or length of suspension. The Holders holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) and, if the certificate relates to the suspension of use of an effective Registration Statement, shall discontinue sales under the Registration Statement. If the IPO Corporation shall so postpone the filing of a Registration Statement, a Demand Registration Holder the Shareholder(s) requesting such registration shall have the right to withdraw its the request for registration by giving written notice to the IPO Corporation within ten twenty (1020) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holders, and if so withdrawn, any shares of Series A Preferred Stock held by such Holder(s) shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise provided in the Certificate of Designationholders. The IPO Corporation shall promptly notify the selling Holders holders of the expiration of any period during which it exercised its rights under this Section 3(c). In the event that the IPO Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, of as applicable, the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Corporation, with the approval of the Board, Board shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of forty-five thirty (4530) days, the filing of a Registration Statement, Statement or suspend the use of such an effective Registration Statement (a “Suspension”) for such period of time if the Corporation delivers to the holders requesting the Demand Registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying that, in the good faith judgment of the Board (after consultation with its outside counsel), such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with any bona fide and reasonably imminent material financing or other material transaction of the Corporation under consideration by the Corporation or (ii) would require public disclosure of material information that has not been disclosed to the public, which information (A) would be required to be disclosed in such any Registration Statement so that such Registration Statement would not be materially misleading, (B) would not be required to be disclosed at such time but for the filing, effectiveness or continued use of such Registration Statement, and (BC) the premature disclosure of which would materially adversely affect the Corporation. Such certificate shall be delivered by the Corporation promptly after the delivery of the Demand Notice with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an approximation of the anticipated delay or length of suspension. The Holders holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) and, if the certificate relates to the suspension of use of an effective Registration Statement, shall discontinue sales under the Registration Statement. If the Corporation shall so postpone the filing of a Registration Statement, a Demand Registration Holder the Stockholder(s) requesting such registration shall have the right to withdraw its the request for registration by giving written notice to the Corporation within ten twenty (1020) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holders, and if so withdrawn, any shares of Series A Preferred Stock held by such Holder(s) shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise provided in the Certificate of Designationholders. The Corporation shall promptly notify the selling Holders holders of the expiration of any period during which it exercised its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Corporation, with the approval of the Board, Company shall be entitled to postpone (1) postpone, the filing (but not more than once in any twelve-month period), for a reasonable period of time not in excess of forty-five (45the preparation) days, the filing of a Registration Statement, Statement or suspend the use (2) require each holder of such effective Registrable Securities to refrain from disposing Registrable Securities pursuant to a Registration Statement (and each such holder shall forthwith discontinue such disposition) (collectively (1) and (2) a “Suspension”) for such period of time if ), if, the Corporation Company delivers a notice to the holders requesting the Demand Registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying thatStockholders stating that (A), in the good faith judgment of the Board board of directors of the Company (after consultation with its outside legal counsel), such registration and registration, offering or disposition would (i) would reasonably be expected require the Company to materially adversely affect make an Adverse Disclosure, or (ii) materially interfere with any bona fide material financing financing, acquisition, disposition or other material similar transaction involving the Company or any of the Corporation its Subsidiaries then under consideration by the Corporation or (iiiii) would require public disclosure of material information that has not been disclosed to the publicoccur during a Scheduled Black-Out Period, which information (A) would be required to be disclosed in such Registration Statement so that such Registration Statement would not be materially misleading, and or (B) any event of the premature disclosure kind described in Section 6(c) (ii), (iii) or (iv) has occurred; provided that in the case of which would materially adversely affect a Suspension declared pursuant to clause (A)(i) or (A)(ii) above, the CorporationCompany shall be limited to calling no more than two (2)) Suspensions in any 12-month period, with each Suspension being for a reasonable period and such Suspensions not aggregating more than 60 days in any 12-month period. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and notification shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an non-binding approximation of the anticipated delay or length of suspensiondelay. The Holders Shareholders receiving such certificate notification shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) and, if the certificate relates to the suspension of use of an effective Registration Statement, shall discontinue sales under the Registration Statement6(o). If the Corporation Company shall so postpone the filing of a Registration Statement, a Demand Registration Holder requesting such registration Corp Group Parent shall have the right to withdraw its the request for registration by giving written notice to the Corporation Company within ten (10) 10 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to Corp Group Parent and, for the Holdersavoidance of doubt, and if so withdrawnupon such withdrawal, any shares of Series A Preferred Stock held by such Holder(s) the withdrawn request shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise constitute a Demand Notice; provided that in the Certificate of Designation. The Corporation event Corp Group Parent does not so withdraw the request for registration, the Company shall promptly notify the selling Holders of the expiration of any period continue to prepare a Registration Statement during which such postponement such that, if it exercised exercises its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, of the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Corporation, with the approval of the Board, Corporation shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 4 (but shall be entitled obligated to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of forty-five (45) days, the filing of a Registration Statement, or suspend the use of continue to prepare such effective Registration Statement (a “Suspension”or other disclosure document) for such period of time if the Corporation delivers shall furnish to the holders requesting the Demand Registration registration a certificate signed by both the chief a Chief Executive Officer or equivalent senior executive officer and chief financial officer of the Corporation certifying thatstating that the filing, in the good faith judgment effectiveness or continued use of the Board (after consultation with its outside counsel), such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing or other material transaction of the Corporation under consideration by the Corporation or (ii) would require public disclosure of material information that has not been disclosed to the public, which information (A) would be required to be disclosed in such Registration Statement so that such Registration Statement would require the Corporation to make an Adverse Disclosure, in which case the Corporation shall have a period (each a “Demand Delay”) of not more than sixty (60) days or such longer period as the Sponsor Stockholder initiating such registration request shall consent to in writing, within which to file such Registration Statement; provided, however, that, unless consented to in writing by each Sponsor Stockholder, the Corporation shall not be materially misleadingpermitted to exercise more than two (2) Demand Delays pursuant to this Section 4(c) and Shelf Suspensions pursuant to Section 3(c) in the aggregate, or aggregate Demand Delays pursuant to this Section 4(c) and Shelf Suspensions pursuant to Section 3(c) of more than one hundred and twenty (B120) the premature disclosure of which would materially adversely affect the Corporationdays, in each case, during any twelve (12)-month period. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an approximation of the anticipated delay or length of suspension. The Holders Each Stockholder receiving such certificate shall keep confidential the information contained fact that a Demand Delay is in such certificate confidential subject to the same terms set forth in Section 6(p) andeffect, if the certificate relates referred to above and its contents for the suspension permitted duration of use of an effective Registration Statementthe Demand Delay until otherwise notified by the Corporation, shall discontinue sales under the Registration Statementin each case in accordance with Section 12(l). If the Corporation shall so postpone the filing of a Registration Statement, a the Sponsor Stockholder requesting such Demand Registration Holder requesting such registration shall have the right to withdraw its the request for registration by giving written notice to the Corporation within ten twenty (1020) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Holdersholders; provided, and however, that any other Sponsor Stockholder may elect to continue such Demand Registration as if so withdrawnit were the requesting Sponsor Stockholder (which continuation shall, any shares for the avoidance of Series A Preferred Stock held by such Holder(s) shall doubt, not be converted by require the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise provided in the Certificate of Designation. The Corporation shall promptly notify the selling Holders of the expiration restart of any period during which it exercised its rights under this applicable minimum notice provisions, but shall count as a Demand Registration for purposes of Section 3(c4(e). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Corporation, with the approval of the Board, Company shall be entitled to postpone (1) postpone, the filing (but not more than once in any twelve-month period), for a reasonable period of time not in excess of forty-five (45the preparation) days, the filing of a Registration Statement, Statement or suspend (2) require the use of such effective Investor to refrain from disposing Registrable Securities pursuant to a Registration Statement (and the Investor shall forthwith discontinue such disposition) (collectively (1) and (2) a “Suspension”) for such period of time if ), if, the Corporation Company delivers a notice to the holders requesting the Demand Registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying thatInvestor stating that (A) such registration, in the good faith judgment of the Board (after consultation with its outside counsel), such registration and offering or disposition would (i) would reasonably be expected require the Company to materially adversely affect make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing financing, acquisition, disposition or other material similar transaction involving the Company or any of the Corporation its Subsidiaries then under consideration by the Corporation or (iiiii) would require public disclosure of material information that has not been disclosed to the publicoccur during a Scheduled Black-Out Period, which information (A) would be required to be disclosed in such Registration Statement so that such Registration Statement would not be materially misleading, and or (B) any event of the premature disclosure kind described in Section 4(c)(ii), (iii) or (iv) has occurred; provided that in the case of which would materially adversely affect a Suspension declared pursuant to clause (A)(i) or (A)(ii) above, the CorporationCompany shall be limited to calling no more than two (2)) Suspensions in any 12-month period, with each Suspension being for a reasonable period and such Suspensions not aggregating more than 90 days in any 12-month period. Such certificate shall be delivered by the Corporation promptly with respect to such Demand Registration and notification shall contain a statement in reasonable detail of the reasons for such postponement or suspension and an non-binding approximation of the anticipated delay or length of suspensiondelay. The Holders receiving such certificate Investor shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) and, if the certificate relates to the suspension of use of an effective Registration Statement, shall discontinue sales under the Registration Statement4(l). If the Corporation Company shall so postpone the filing of a Registration Statement, a Demand Registration Holder requesting such registration the Investor shall have the right to withdraw its the request for registration by giving written notice to the Corporation Company within ten (10) 10 calendar days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the HoldersInvestor and, and if so withdrawnfor the avoidance of doubt, any shares of Series A Preferred Stock held by upon such Holder(s) withdrawal, the withdrawn request shall not be converted by the Corporation pursuant to the Certificate of Designations other than at the election of such Holder(s) pursuant to the Certificate of Designations or as otherwise constitute a Demand Notice; provided that in the Certificate of Designation. The Corporation event the Investor does not so withdraw the request for registration, the Company shall promptly notify the selling Holders of the expiration of any period continue to prepare a Registration Statement during which such postponement such that, if it exercised its rights under this Section 3(c). In the event that the Corporation exercises its rights under this Section 3(c) and any Holder shall not have withdrawn its request for registration pursuant to this Section 3(c2(b), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, of the applicable deferred or suspended Registration Statement.