Common use of Prospectus Delivery Clause in Contracts

Prospectus Delivery. The Purchaser hereby covenants with the ------------------- Company not to make any sale of the Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement until such time as an amendment to the registration statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it shall not sell any Shares pursuant to such prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to such prospectus and any amendments thereto. In no event shall the Company suspend the use of the Prospectus for periods exceeding 45 days during any 12-month period.

Prospectus Delivery. The Each Purchaser hereby covenants with the ------------------- Company not to make any sale of the Registrable Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance complying with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfiedSection 8.3. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission")SEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed thirty (30) days in any twelve (12) month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its stockholders; provided further, that the Company may suspend the use of the Prospectus for periods exceeding 45 days during prospectus forming a part of the Registration Statement to the extent necessary to file any 12post-month period.effective amendment to the Registration Statement in order to amend the table of selling stockholders within the Registration Statement to reflect transfers of the Securities pursuant to Sections 8.3(a) and 8.3(b). If, after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement, except as excused pursuant to this Section 7.4, then the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to one (1%) of the aggregate amount invested by such Holder (the amount invested by a Holder shall include the purchase price of the Shares acquired by such Holder and shall exclude any amount attributable to the Warrants acquired by such Holder pursuant to the

Prospectus Delivery. The Purchaser hereby covenants with the ------------------- Company not to make any sale of the Shares under a registration statement the Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The , and the Purchaser acknowledges and agrees that the such Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (ai) which may be in the form of Appendix II hereto, (bii) executed by an officer of, or other authorized person designated by, the Purchaser, and (ciii) to the effect that (iA) the Shares have been sold in accordance with the registration statement Registration Statement and (iiB) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to such said prospectus and any amendments thereto. In no event shall The Purchaser further covenants to notify the Company suspend the use promptly of the Prospectus for periods exceeding 45 days during any 12-month periodsale of all of its Shares.

Prospectus Delivery. The Purchaser hereby covenants with the ------------------- Company not to make any sale of the Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement until such time as an amendment to the registration statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it shall not sell any Shares pursuant to such prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to such prospectus and any amendments thereto. In no event shall the Company suspend the use of the Prospectus for periods exceeding 45 days during any 12-month period.

Prospectus Delivery. The Each Purchaser hereby covenants with the ------------------- Company not to make any sale of the Registrable Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance complying with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfiedSection 8.3. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission")SEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided, that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed 30 days in any 12 month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its stockholders; provided further, that the Company may suspend the use of the Prospectus prospectus forming a part of the Registration Statement to the extent necessary to file any post-effective amendment to the Registration Statement in order to amend the table of selling stockholders within the Registration Statement to reflect transfers of the Securities pursuant to Sections 8.3(a) and 8.3(b). If, after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement, except as excused pursuant to this Section 7.4, then for periods exceeding 45 days during each 30-day period following the date sales cannot be made pursuant to such Registration Statement (or any 12portion thereof), until but excluding the date sales can again be made pursuant to such Registration Statement, the Company shall pay each Purchaser, as liquidated damages and not as a penalty, an amount equal to 1% of the purchase price attributable to the Common Shares purchased by such Purchaser hereunder, for such 30-day period (or prorated for any portion thereof), and for any such period, such payment shall be made no later than the first business day of the calendar month periodnext succeeding the last month in which such period occurs (the parties hereto agreeing that the liquidated damages provided for in this Section 7.4 constitute a reasonable estimate of the damages that may be incurred by the Purchasers by reason of the failure of the Registration Statement to remain effective in accordance with the provisions hereof).

Prospectus Delivery. The Purchaser hereby covenants with the ------------------- Company not to make any sale of the Shares or Warrant Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares and the Warrant Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate certificates submitted to the transfer agent evidencing the Shares and the Warrant Shares is accompanied by a separate officer's certificate, (a) which may be certificate substantially in the form of Appendix II hereto, hereto (ba) executed by an officer of, or other authorized person designated by, the Purchaser, and (cb) to the effect that (i) the Shares or Warrant Shares, as the case may be, have been sold in accordance with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement until such time as an amendment to the registration statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Shares or Warrant Shares pursuant to such prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to such prospectus and any amendments thereto. In no event shall the Company suspend the use of the Prospectus for periods exceeding 45 days during any 12-month period.

Prospectus Delivery. The Purchaser hereby covenants with the ------------------- Company not to make any sale of the any Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the such Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the such Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the such Shares have been sold in accordance with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement until such time as an amendment to the registration statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it shall not sell any Shares pursuant to such prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to such prospectus and any amendments thereto. In no event shall the Company suspend the use of the Prospectus for periods exceeding 45 days during any 12-month period.

Prospectus Delivery. The Each Purchaser hereby covenants with the ------------------- Company not to make any sale of the Registrable Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance complying with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfiedSection 2.3. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission")SEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided, that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed 30 days in any 12 month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its stockholders; provided further, that the Company may suspend the use of the Prospectus prospectus forming a part of the Registration Statement to the extent necessary to file any post-effective amendment to the Registration Statement in order to amend the table of selling stockholders within the Registration Statement to reflect transfers of the Securities pursuant to Sections 2.3(a) and 2.3(b). If, after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement, except as excused pursuant to this Section 1.4, then for periods exceeding 45 days during each 30-day period following the date sales cannot be made pursuant to such Registration Statement (or any 12portion thereof), until but excluding the date sales can again be made pursuant to such Registration Statement, the Company shall pay each Purchaser, as liquidated damages and not as a penalty, an amount equal to 1% of the purchase price attributable to the Common Shares purchased by such Purchaser under the Purchase Agreement, for such 30-day period (or prorated for any portion thereof), and for any such period, such payment shall be made no later than the first business day of the calendar month periodnext succeeding the last month in which such period occurs (the parties hereto agreeing that the liquidated damages provided for in this Section 1.4 constitute a reasonable estimate of the damages that may be incurred by the Purchasers by reason of the failure of the Registration Statement to remain effective in accordance with the provisions hereof).

Prospectus Delivery. The Each Purchaser hereby covenants with the ------------------- Company not to make any sale of the Registrable Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfiedcomplying with Section 8.3. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfied. The Each Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission")SEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Each Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the such Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the such Purchaser written notice that the such Purchaser may thereafter effect sales pursuant to said prospectus; provided that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed thirty (30) days in any twelve (12) month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its stockholders; provided further, that the Company may suspend the use of the Prospectus prospectus forming a part of the Registration Statement to the extent necessary to file any post-effective amendment to the Registration Statement in order to amend the table of selling stockholders within the Registration Statement to reflect transfers of the Securities pursuant to Sections 8.3(a) and 8.3(b). If, after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement, except as excused pursuant to this Section 7.4, then the Company will make pro rata payments to each Purchaser, as liquidated damages and not as a penalty, in an amount equal to one (1%) of the aggregate amount invested by such Purchaser (the amount invested by such Purchaser shall include the purchase price of the Shares acquired by such Purchaser and shall exclude any amount attributable to the Warrants acquired by such Purchaser pursuant to this Agreement) for periods exceeding 45 days during any 12-month periodeach thirty (30) day period following the date sales cannot be made pursuant to such Registration Statement after it has been declared effective.

Prospectus Delivery. The Purchaser hereby covenants with the ------------------- Company not to make any sale of the Shares any Securities under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares such Securities are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares such Securities is accompanied by a separate officer's certificate, (ai) which may be in the form of Appendix II hereto, (bii) executed by an officer of, or other authorized person designated by, the Purchaser, and (ciii) to the effect that (ia) the Shares such Securities have been sold in accordance with the registration statement and (iib) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement until such time as an amendment to the registration statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it shall not sell any Shares Securities pursuant to such prospectus during the period commencing at the time at which the Company gives the Purchaser prompt written notice of the suspension of the use of such prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to such prospectus and any amendments thereto. In no event shall the Company suspend the use of the Prospectus prospectus for periods exceeding 45 30 days during any 12-12- month periodperiod and any such suspension must be separated by a period of 30 days.

Prospectus Delivery. The Each Purchaser hereby covenants with the ------------------- Company not to make any sale of the Registrable Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance complying with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfiedSection 8.3. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission")SEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided, that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed 30 days in any 12 month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its stockholders; provided further, that the Company may suspend the use of the Prospectus for periods exceeding 45 days during prospectus forming a part of the Registration Statement to the extent necessary to file any 12post-month periodeffective amendment to the Registration Statement in order to amend the table of selling stockholders within the Registration Statement to reflect transfers of the Securities.

Prospectus Delivery. The Purchaser hereby covenants with the ------------------- Company not to make any sale of the Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges Each Major Purchasers acknowledge that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Resale Registration Statement until such time as an amendment to the registration statement Resale Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Each Major Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written Major Purchasers notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written Major Purchasers notice that the Purchaser Major Purchasers may thereafter effect sales pursuant to said prospectus; provided, that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed 30 days in any 12 month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its stockholders; provided further, that the Company may suspend the use of the Prospectus for periods exceeding 45 days during prospectus forming a part of the Resale Registration Statement to the extent necessary to file any 12post-month periodeffective amendment to the Resale Registration Statement in order to amend the table of selling stockholders within the Resale Registration Statement to reflect transfers of the Registrable Shares.

Prospectus Delivery. The Purchaser hereby covenants with the ------------------- Company not to make any sale of the Registrable Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance complying with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfiedSection 8.3. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission")SEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided, that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed 30 days in any 12 month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its stockholders; provided further, that the Company may suspend the use of the Prospectus for periods exceeding 45 days during prospectus forming a part of the Registration Statement to the extent necessary to file any 12post-month periodeffective amendment to the Registration Statement in order to amend the table of selling stockholders within the Registration Statement to reflect transfers of the Securities pursuant to Sections 8.3(a) and 8.3(b).

Prospectus Delivery. The Each Purchaser hereby covenants with the ------------------- Company not to make any sale of the Registrable Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance complying with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfiedSection 8.3. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission")SEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed thirty (30) days in any twelve (12) month period and that, in the good faith judgment of the Company's Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its shareholders; provided further, that the Company may suspend the use of the Prospectus for periods exceeding 45 days during prospectus forming a part of the Registration Statement to the extent necessary to file any 12post-month periodeffective amendment to the Registration Statement in order to amend the table of selling stockholders within the Registration Statement to reflect transfers of the Securities pursuant to Sections 8.3(a) and 8.3(b).

Prospectus Delivery. The Each Purchaser hereby covenants with the ------------------- Company not to make any sale of the Registrable Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance complying with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfiedSection 8.3. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission")SEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed thirty (30) days in any twelve (12) month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its shareholders; provided further, that the Company may suspend the use of the Prospectus for periods exceeding 45 days during prospectus forming a part of the Registration Statement to the extent necessary to file any 12post-month periodeffective amendment to the Registration Statement in order to amend the table of selling stockholders within the Registration Statement to reflect transfers of the Securities pursuant to Sections 8.3(a) and 8.3(b).

Prospectus Delivery. The Each Purchaser hereby covenants with the ------------------- Company not to make any sale of the Registrable Shares under a registration statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company pursuant to a resale under a registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate, (a) which may be in the form of Appendix II hereto, (b) executed by an officer of, or other authorized person designated by, the Purchaser, and (c) to the effect that (i) the Shares have been sold in accordance complying with the registration statement and (ii) the requirement of delivering a current prospectus has been satisfiedSection 8.3. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the registration statement Registration Statement until such time as an amendment to the registration statement Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission")SEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it shall will not sell any Registrable Shares pursuant to such said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of such said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided that such prospectus and any amendments thereto. In suspension periods shall in no event shall exceed thirty (30) days in any twelve (12) month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect upon the Company or its stockholders; provided further, that the Company may suspend the use of the Prospectus prospectus forming a part of the Registration Statement to the extent necessary to file any post-effective amendment to the Registration Statement in order to amend the table of selling stockholders within the Registration Statement to reflect transfers of the Securities pursuant to Sections 8.3(a) and 8.3(b). If, after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement, except as excused pursuant to this Section 7.4, then the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to one percent (1%) of the aggregate purchase price paid by such Holder for periods exceeding 45 days during any 12-month periodthe Common Shares purchased hereunder for each thirty (30) day period following the date sales cannot be made pursuant to such Registration Statement after it has been declared effective.