Common use of Postponement Clause in Contracts

Postponement. Notwithstanding anything to the contrary in this Agreement, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess of one hundred and twenty (120) days, if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered to the Holders written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the event of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Postponement. Notwithstanding anything to the contrary in this Agreement, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASRS‑3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess of one hundred and twenty (120) days, if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered to the Holders Buyer written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the event of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The days, plus any customary extension period of the applicable underwriter).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Postponement. Notwithstanding anything to the contrary in this Agreement, the The Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, shall be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess up to ninety (90) days the filing of one hundred any registration statement or any amendment or supplement thereto otherwise required to be prepared and twenty (120) days, filed by it pursuant to Section 2.01 or 2.02 if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered furnishes to the Holders written certification to a certified resolution of the effect, Board of Directors (the "CERTIFIED RESOLUTION") stating that the Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at such registration and offering would (A) require disclosure time otherwise in possession of material non-public information concerning the Company which, at such time, is not in the best interest of with respect to the Company or (B) any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders because it would (1) materially interfere with other than the Holders. A deferral of the filing of a material acquisitionregistration statement pursuant to this Section 2.03 shall be lifted, corporate reorganizationand the registration statement shall be filed forthwith, if the negotiations or other similar transaction involving activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once). In order to defer the event filing of any such postponementa registration statement pursuant to this Section 2.03, the Company will shall promptly notify (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders whose Registrable Securities are included in or proposed (subject to be included in the Registration Statement in writing when Holders entering into a customary confidentiality obligation as to such information, which the events or circumstances permitting such postponement have ended. In Holders hereby agree to do) the event Certified Resolution stating that the Company is subject deferring such filing pursuant to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registrationthis Section 2.03 and an approximation of the anticipated delay. Notwithstanding anything to the contrary contained herein, the Company shall have the right to may not postpone the a filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take under this Section 2.03 more than once in any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective180 day period.

Postponement. Notwithstanding anything to the contrary in this AgreementUpon notice to, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic a Demand Registration, the Initiating Holder for such Demand Registration and any other Eligible Holders or, in the case of a shelf registration statement on Form S-3ASRtakedown, declaration of effectiveness ofthe Initiating Holder or Holders requesting such shelf takedown and any other Holders to which a Company Takedown Notice has been delivered with respect to such shelf takedown, any the Company may postpone effecting a Registration Statement prepared or shelf takedown, as applicable, pursuant to the exercise this Section 2.01 on two occasions during any period of a Demand Right twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days (provided that (1) such period may not be extended or renewed, and (2) the Company may not so postpone effecting a Registration or shelf takedown, as applicable, for two consecutive (i.e., on a “back-to-back” basis) 90-day periods without the prior written consent of time the applicable Initiating Holder (such consent not in excess of one hundred and twenty (120) daysto be unreasonably withheld, conditioned or delayed)), if (i) the board Board of directors Directors of the Company determinesreasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect a proposal or plan by the Company to engage in (directly or indirectly through any of its Subsidiaries): (x) a material acquisition or divestiture of assets; (y) a merger, consolidation, tender offer, reorganization, primary offering of the Company’s securities or similar material transaction; or (z) a material financing or any other material business transaction with a third party or (ii) the Company is, based on the advice of counsel, in the good faith exercise of its business judgment, and has delivered to the Holders written certification to the effect, that such registration and offering would (A) require disclosure possession of material non-public information concerning the disclosure of which during the period specified in such notice the Company which, at such time, is reasonably believes would not be in the best interest interests of the Company or (Bthe foregoing clauses (i) and (ii), a “Valid Business Reason”). Any notice to be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised delivered by the Company not more than once. In pursuant to this Section 2.01(h) shall be in the event form of any such postponement, a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company will promptly notify the Holders whose Registrable Securities are included stating that in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have endedtheir good faith judgment a Valid Business Reason exists. In the event that If the Company is subject delivers a postponement notice pursuant to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registrationthis Section 2.01(h), the Company shall have not, during the right applicable period of postponement, withdrawal or suspension, register any of its common equity securities, other than pursuant to postpone a registration statement on Form S-4 or Form S-8 (or an equivalent registration form then in effect). If the filing Company shall give any notice of any withdrawal or postponement of a Registration Statement pursuant to this Section 2.01(h), the Demand Notice until Company shall, not later than five Business Days after the expiration of Valid Business Reason that caused such withdrawal or postponement no longer exists, use its reasonable best efforts to effect the applicable lock-up period Registration or shelf takedown covered by the withdrawn or postponed Registration Statement in accordance with this Section 2.01 (not to exceed ninety (90) days).The unless the relevant Initiating Holder shall have withdrawn such request, in which case the Company shall not be obligated considered to effect, or to take any action to effect, any registration pursuant to have effected an effective Registration for purposes of this Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective2.01).

Postponement. Notwithstanding anything to the contrary in this Agreement, the The Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, shall be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time up to thirty (30) days and no more than ninety (90) days in any consecutive 12-month period; provided, however, the Company shall not postpone within less than five (5) trading days after the immediately prior postponement, the filing of any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 (except in excess the case of one hundred and twenty (120the Shelf Registration Statement which must be effective no later than the Issuance Date in accordance with such Section 2.01) days, or 2.02 if the board of directors Company furnishes to the Holder Representatives an officer’s certificate executed by the Chief Executive Officer, Chief Financial Officer or any other duly authorized officer of the Company determines, in (“Officer’s Certificate”) stating that the good faith exercise Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business judgment, and has delivered to activities (or any such executive officer determines that the Holders written certification to the effect, that Company is at such registration and offering would (A) require disclosure time otherwise in possession of material non-public information concerning the Company which, at such time, is not in the best interest of with respect to the Company or (B) any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders because it would (1) materially interfere with other than the Holders. A deferral of the filing of a material acquisitionregistration statement pursuant to this Section 2.03 shall be lifted, corporate reorganizationand notice to the Holder Representatives shall promptly be given and the registration statement shall be filed forthwith, if the negotiations or other similar transaction involving activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once). In order to defer the event filing of any such postponementa registration statement pursuant to this Section 2.03, the Company will shall promptly notify (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holder Representatives (subject to the Holders whose Registrable Securities are included in or proposed entering into a customary confidentiality obligation as to be included in such information, which the Registration Statement in writing when Holders hereby agree to do) the events or circumstances permitting such postponement have ended. In the event Officer’s Certificate stating that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the deferring such filing of a Registration Statement pursuant to the Demand Notice until the expiration this Section 2.03 and an approximation of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveanticipated delay.

Postponement. Notwithstanding anything The Company may postpone, for up to 90 calendar days from the contrary in this Agreementdate of the Demand Shelf Takedown Notice, Block Sale Notice or request for a Shelf Registration Statement, or from the date that the Shelf Registration Statement is required to be filed, the Company will, upon filing or the effectiveness of a Registration Statement for a Shelf Registration Statement or suspend the use of a Prospectus that is part of a Shelf Registration for up to 90 calendar days from the date of the Suspension Notice and therefore suspend sales of Registrable Securities included therein by providing written notice to any Holder whose Registrable Securities are the Holders included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf such registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess of one hundred and twenty (120) days, if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered shall have furnished to the Holders written certification a notice (which notice each Holder shall hold in confidence until the earlier of (x) such time as such postponement or suspension has ceased and (y) six (6) months after receipt of such notice, unless required to be disclosed by any applicable law, rule, regulation, order, decree or subpoena or otherwise agreed by the effectCompany) stating that the Company’s Board of Directors has resolved that the offer or sale of Registrable Securities should be suspended; provided that the Company may not invoke a delay pursuant to this Section 4(a) more than three times or for more than 90 calendar days in the aggregate, in each case, in any 12-month period. The Company may invoke this Section 4(a) only if the Company’s Board of Directors determines in good faith, after consultation with its advisors or legal counsel, that such registration and the offer or sale of Registrable Securities would reasonably be expected to: (i) have a Material Adverse Effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization, financing, offering would or other transaction involving the Company or any of its subsidiaries; or (Aii) require premature disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B“MNPI”) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the event of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand RegistrationFurthermore, the Company shall have not be required to effect any registration pursuant to this Agreement while awaiting the right Commission to postpone declare the filing effectiveness of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Postponement. Notwithstanding anything (i) The Company shall be entitled to the contrary in this Agreement, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in postpone filing of the Registration Statement pursuant to Section 2.1.12(a) and/or to require the Investor to discontinue the disposition of its securities covered by such Registration Statement(s), be entitled to postpone as applicable, during any Blackout Period (as defined (x) if the filing ofBoard of Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, orreorganization, except recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (y) if the Company is in possession of material information which the Board of Directors of the Company determines in good faith after consultation with outside counsel is not in the case best interests of an automatic shelf the Company to disclose in a registration statement on Form S-3ASRat such time; provided, declaration however, that the Company may only delay filing of effectiveness of, any the Registration Statement prepared pursuant to the exercise of a Demand Right this Section 2(b) only for a reasonable period of time not to exceed 90 days in excess any 12 month period and may require the Investor to discontinue the disposition of one hundred and twenty its securities covered by such Registration Statement pursuant to this Section 2(b) only for a reasonable period of time not to exceed a total of 135 days in any 12 month period (120) days, if the board of directors of the Company determinesor, in each case, such earlier time as such transaction is consummated or no longer proposed or the good faith exercise of its business judgment, and material information has delivered been made public) (the "BLACKOUT PERIOD"). Notwithstanding anything herein to the Holders written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the event of any such postponementcontrary, the Company will may not delay filing of a Registration Statement or require an Investor to discontinue the disposition of its securities more than two times in any twelve month period. The Company shall promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement Investor in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to (a binding lock-up agreement with one or more third-party underwriters at "BLACKOUT NOTICE") of any time that a Holder requests a Demand Registration, the Company shall have the right decision to postpone the filing of a the Registration Statement or to discontinue sales of Registrable Securities covered by such Registration Statement pursuant to this Section 2(b) and, upon the Demand Notice until written request of an Investor, the expiration Company shall provide such Investor with a general statement in writing of the applicable lock-up period (not reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to exceed ninety (90) days).The use its reasonable best efforts to promptly notify the Investor as soon as the Registration Statement may be filed or sales of Registrable Securities covered by such Registration Statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be obligated required to effectconsult with or obtain the consent of any Investor, and any such determination shall be the Company's sole responsibility. Each Investor shall treat all notices or to take any action to effect, any registration statements received from the Company pursuant to this Section 2.1.1 during 2(b) in the period that is thirty strictest confidence and shall comply with the securities laws on account of receipt or possession thereof and shall not disseminate such information. (30ii) days before The Company represents and warrants that, except for the Company’s good faith estimate of transactions contemplated by the Asset Purchase Agreement, on the date of filing ofhereof and based upon the criteria set forth in this Agreement, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company could not issue a Blackout Notice to an Investor declaring that a Blackout Period is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveeffect.

Postponement. Notwithstanding anything to If the contrary Board determines, in this Agreementits reasonable judgment, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf that registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess of one hundred and twenty Registration Statement would: (120i) daysmaterially impede, if the board of directors of the Company determinesinterfere or delay any material financing (including an underwritten public offering), in the good faith exercise of its acquisition, sale, merger or other similar business judgment, and has delivered to the Holders written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of transaction involving the Company or the negotiations thereof; (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2ii) require premature disclosure of material information that the Company has a bona fide valid business purpose for preserving as confidential; or ; (3iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by ; (iv) require the Company not to prepare (a) audited financial statements as of a date other than its fiscal year end (unless the Initiating Holder or one or more than once. In other Participating Holders agrees to pay the event reasonable costs and expenses of any such postponement, the Company will promptly notify the Holders whose Registrable Securities this audit) or (b) pro forma financial statements that are included in or proposed required to be included in a registration statement (unless the Registration Statement in writing when the events Initiating Holder or circumstances permitting such postponement have ended. In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, other Participating Holders agrees to pay the Company shall have the right to postpone the filing of a Registration Statement pursuant reasonable costs and expenses relating to the Demand Notice until the expiration preparation of the applicable lock-up period such pro forma financial statements); or (not to exceed ninety (90v) days).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) within 90 days before the Company’s good faith estimate of the date of this Agreement, have a material adverse effect on the Company, then (x) the Company may postpone filing ofthe Demand Registration Statement (but not its preparation) until such reason no longer exists, but not to a date later than (A) in the case of a postponement pursuant to clause (i) — (iv) above, 90 days from the date of the initial request to file the Demand Registration Statement, and ending on (B) in the case of a postponement pursuant to clause (v) above, 90 days from the date of this Agreement and (y) if the Demand Registration Statement has been filed, but not declared effective, the Company may postpone requesting the effectiveness of the Demand Registration Statement, but not to a date later than (A) in the case of a postponement pursuant to clause (i) — (iv) above, 120 days following the date of the initial request to file the Demand Registration Statement and (B) in the case of a postponement pursuant to clause (v) above, 90 days from the date of this Agreement; provided, that in the case of such postponement the Initiating Holder shall be entitled to withdraw such Holder Demand and, if such Holder Demand is ninety (90) days after the effective date ofwithdrawn, such Demand Registration Statement shall not count as a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveDemand Registration.

Postponement. Notwithstanding anything to the contrary in this Agreement, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASRS‑3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess of one hundred and twenty (120) days, if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered to the Holders Buyer written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the event of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The days, plus any customary extension period of the applicable underwriter).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s 's good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Postponement. Notwithstanding anything (i) The Company shall be entitled to the contrary in this Agreement, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in postpone filing of the Registration Statement pursuant to Section 2.1.12(a) and/or to require the Investor to discontinue the disposition of its securities covered by such Registration Statement(s), be entitled to postpone as applicable, during any Blackout Period (as defined below) (x) if the filing ofBoard of Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, orreorganization, except recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (y) if the Company is in possession of material information which the Board of Directors of the Company determines in good faith after consultation with outside counsel is not in the case best interests of an automatic shelf the Company to disclose in a registration statement on Form S-3ASRat such time; provided, declaration however, that the Company may only delay filing of effectiveness of, any the Registration Statement prepared pursuant to the exercise of a Demand Right this Section 2(b) only for a reasonable period of time not to exceed 90 days in excess any 12 month period and may require the Investor to discontinue the disposition of one hundred and twenty its securities covered by such Registration Statement pursuant to this Section 2(b) only for a reasonable period of time not to exceed a total of 135 days in any 12 month period (120) days, if the board of directors of the Company determinesor, in each case, such earlier time as such transaction is consummated or no longer proposed or the good faith exercise of its business judgment, and material information has delivered been made public) (the "BLACKOUT PERIOD"). Notwithstanding anything herein to the Holders written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the event of any such postponementcontrary, the Company will may not delay filing of a Registration Statement or require an Investor to discontinue the disposition of its securities more than two times in any twelve month period. The Company shall promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement Investor in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to (a binding lock-up agreement with one or more third-party underwriters at "BLACKOUT NOTICE") of any time that a Holder requests a Demand Registration, the Company shall have the right decision to postpone the filing of a the Registration Statement or to discontinue sales of Registrable Securities covered by such Registration Statement pursuant to this Section 2(b) and, upon the Demand Notice until written request of an Investor, the expiration Company shall provide such Investor with a general statement in writing of the applicable lock-up period (not reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to exceed ninety (90) days).The use its reasonable best efforts to promptly notify the Investor as soon as the Registration Statement may be filed or sales of Registrable Securities covered by such Registration Statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be obligated required to effectconsult with or obtain the consent of any Investor, and any such determination shall be the Company's sole responsibility. Each Investor shall treat all notices or to take any action to effect, any registration statements received from the Company pursuant to this Section 2.1.1 during 2(b) in the period that is thirty strictest confidence and shall comply with the securities laws on account of receipt or possession thereof and shall not disseminate such information. (30ii) days before The Company represents and warrants that, except for the Company’s good faith estimate of transactions contemplated by the Asset Purchase Agreement, on the date of filing ofhereof and based upon the criteria set forth in this Agreement, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company could not issue a Blackout Notice to an Investor declaring that a Blackout Period is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveeffect.

Postponement. Notwithstanding anything to the contrary in this Agreement, the The Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to may postpone the filing of, or, except in the case of an automatic shelf any ------------ registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right required hereunder for a reasonable period of time time, not in excess of to exceed one hundred and twenty (120) daysdays in the aggregate during any twelve- month period, if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered to the Holders written certification to the effect, been advised by legal counsel that such registration and offering filing would (A) require a special audit or the disclosure of material non-public nonpublic information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, impending transaction or other similar transaction involving matter and the Company; 's Board of Directors determines reasonably and in good faith that such disclosure would be inappropriate or inadvisable. The Company may not cause any other registration of securities for sale for its own account (2) require premature disclosure of material information that the Company has other than a bona fide business purpose for preserving as confidential; registration effected solely to implement an employee benefit plan or (3) render the Company unable a transaction to comply with requirements which Rule 145 or any other similar rule under the Securities Act is applicable) to become effective within one hundred eighty (180) days following the effective date of any registration required pursuant to this Article IV or Exchange Actsuch lesser period as may be consented to by the managing underwriter. The Company shall not be required to cause a registration statement requested pursuant to this Article IV to become effective prior to ninety (90) days following the effective date of a registration statement initiated by the Company (or 180 days in the case of the Company's initial public offering of Common Stock), if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to Holders entitled to request demand registrations under this Article IV that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule under the Securities Act is applicable); provided, however, that the Company shall use its -------- ------- best efforts to achieve such postponement right effectiveness promptly following such period. A registration will not count as a requested registration under Section 4.2(a) hereof until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Holders; provided, however, that if a majority-in-interest of the participating Holders -------- ------- of Registrable Securities shall be exercised request, in writing, that the Company withdraw a registration statement which has been filed under Section 4.2(a) hereof but not yet been declared effective, a majority-in- interest of such Holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein, in which case, the incremental fees and expenses incurred by the Company not more than once. In in connection with such reinstatement or filing shall be borne by the event of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveHolders.

Postponement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company, (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction or (iii) require financial statements that are unavailable to the Company for reasons beyond the Company’s reasonable control (a “Valid Business Reason”), then (1) the Company may postpone filing a Registration Statement pursuant to Section 3(a) until such Valid Business Reason no longer exists, but in no event for more than sixty (60) days; and (2) in case a Registration Statement has been filed pursuant to Section 3(a), the Company may postpone amending or supplementing such Registration Statement or causing it to be declared effective and suspend the use of the related prospectus. The Company shall give written notice to each Holder of its determination to postpone the filing, amending or supplementing of a Registration Statement and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein or elsewhere in this Agreement, the Company willmay not postpone the filing, upon written notice to amending or supplementing of a Registration Statement under this Section 3(b) together with any Holder whose Registrable Securities are included in postponement of filing or proposed to be included in the suspension of use of a Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except 4 more than three times in the case of an automatic shelf registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right twelve (12) month period or for a reasonable period of time not in excess of more than one hundred and twenty (120) days, if the board of directors of the Company determines, days in the good faith exercise of its business judgment, and has delivered to the Holders written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the event of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveaggregate.