Common use of Right of Suspension Clause in Contracts

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer shall have the right, at any time, to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto whenever, in the good faith judgment of the Issuer, (i) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time or (ii) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements (each, a “Suspension Event”). In the event that the Issuer shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement, the Purchase Agreement or any related agreement to Related Agreement (other than this Agreement) the contrary, the Issuer Company shall have the right, right at any time, time to prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto Shares covered by a Registration Statement contemplated by this Agreement whenever, and for so long as, in the good faith sole reasonable judgment of the Issuer, Company (i) there exists a material development or a potential material development with respect to or involving the Issuer Company that the Issuer Company would be obligated to disclose in the prospectus or offering circular used in connection with the Registration Statement, which disclosure, disclosure would in the good faith judgment of the Issuer, after considering the advice of counsel, would Company be premature or otherwise inadvisable at such time time, or (ii) an event has occurred that makes any statement made in the Registration Statement or related prospectus or offering circular or any document incorporated or deemed to be incorporated therein by reference contains an untrue in any material respect or which requires the making of any changes in the Registration Statement, prospectus or offering circular so that it will not contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statement therein, in the light of the circumstancescircumstances under which they were made, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements (each, a “Suspension Event”). In the event that the Issuer Company shall determine to so prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant theretosales, the Issuer Company shall, in addition to performing those acts required to be performed under by the Securities Act and/or the Exchange Act Act, or as may be deemed advisable by the IssuerCompany, deliver a certificate in writing to each Holder written notice thereof, of the Stockholders signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon Company and, upon receipt of such noticecertificate, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Registration Statement and prospectus (or offering circular, as the case may be, will be deferred or suspended and offers and sales thereunder) will not recommence until, in addition to those acts required to be performed by the Securities Act and/or the Exchange Act, or as may be resumeddeemed advisable by the Company, (x) such Stockholders' receipt from the Company of copies of the supplemented or amended prospectus or offering circular or (y) have received copies of a supplemental the Stockholders are advised in writing by the Company that the prospectus or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to offering circular may be incorporated by reference into such prospectusused. The Issuer Company will exercise commercially reasonable commercial efforts to ensure that the use of the Registration Statement and prospectus or offering circular may be resumed as quickly as practicable, and will provide prompt notice to the Stockholders when such use may be resumed.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, if any, the Issuer shall have the right, at any time, to suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant thereto covered thereby whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Issuer, (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Shelf Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiii) the Shelf Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “Suspension Event”). In the event that the Issuer shall determine to so suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant theretocovered thereby, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to covered by the Shelf Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Shelf Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the Shelf Registration Statement and prospectus may be resumed as quickly as practicable, provided, however, that in the event of a Suspension Event, the Issuer’s obligation under Section 6.2 to maintain the effectiveness of the Shelf Registration Statement until the second anniversary of the date of the effectiveness of the Shelf Registration Statement, if that obligation has not terminated prior to such anniversary pursuant to the provisions of Section 6.2, shall be extended on a day-for-day basis equal to the amount of time that such Shelf Registration Statement shall have been suspended.

Right of Suspension. (a) i. Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer Company shall have the right, at any time, to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities Option Shares pursuant thereto whenever, in the good faith judgment of the IssuerCompany, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon the Company’s ability to raise additional funds pursuant to one or more private placements of shares of the Company or any debt securities of the Company, a proposed sale of all or substantially all of the assets of the Company or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital, structure, or equity ownership of the Company, (ii) the Registration Statement must be suspended in order to register additional shares of Preferred Stock or Common Stock, (iii) there exists a material development or a potential material development with respect to or involving the Issuer Company that the Issuer Company would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good faith judgment of the IssuerCompany, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiv) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements (each, a “Suspension Event”). In the event that the Issuer Company shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities Option Shares pursuant thereto, the Issuer Company shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the IssuerCompany, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the IssuerCompany. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities Option Shares pursuant to the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer Company that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer Company will exercise commercially reasonable efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer shall have the right, at any time, to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon the Issuer’s ability to raise additional funds pursuant to one or more private placements of shares of the Issuer or any debt securities of the Issuer, a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital, structure, or equity ownership of the Issuer, (ii) the Registration Statement must be suspended in order to register additional shares of Preferred Stock or Common Stock, (iii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiv) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements (each, a “Suspension Event”). In the event that the Issuer shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) 6.4.1 Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer Company shall have the right, at any time, to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto whenever, in the good faith judgment of the IssuerCompany, (i) there exists a material development or a potential material development with respect to or involving the Issuer Company that the Issuer Company would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good faith judgment of the IssuerCompany, after considering the advice of counsel, would be premature or otherwise inadvisable at such time or (ii) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the IssuerCompany’s new fiscal year financial statements (each, a “Suspension Event”). In the event that the Issuer Company shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer Company shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the IssuerCompany, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer any officer of the IssuerCompany. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders (xi) are advised in writing by the Issuer Company that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (yii) have received copies of a supplemental or amended prospectus, if applicable, and (ziii) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer Company will exercise commercially its reasonable best efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer shall have the right, at any time, to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon the Issuer’s ability to raise additional funds pursuant to one or more private placements of shares of the Issuer or any debt securities of the Issuer, a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital, structure, or equity ownership of the Issuer, (ii) the Registration Statement must be suspended in order to register additional shares of Common Stock, (iii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiv) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements (each, a “Suspension Event”). In the event that the Issuer shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) i. Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer Company shall have the right, at any time, to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities Option Shares pursuant thereto whenever, in the good faith judgment of the IssuerCompany, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon the Company’s ability to raise additional funds pursuant to one or more private placements of shares of the Company or any debt securities of the Company, a proposed sale of all or substantially all of the assets of the Company or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital, structure, or equity ownership of the Company, (ii) the Registration Statement must be suspended in order to register additional shares of Common Stock, (iii) there exists a material development or a potential material development with respect to or involving the Issuer Company that the Issuer Company would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good faith judgment of the IssuerCompany, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiv) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements (each, a “Suspension Event”). In the event that the Issuer Company shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities Option Shares pursuant thereto, the Issuer Company shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the IssuerCompany, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the IssuerCompany. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities Option Shares pursuant to the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer Company that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer Company will exercise commercially reasonable efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, if any, the Issuer shall have the right, at any time, to suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant thereto covered thereby whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Issuer, (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Shelf Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiii) the Shelf Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “"Suspension Event”"). In the event that the Issuer shall determine to so suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant theretocovered thereby, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to covered by the Shelf Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Shelf Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the Shelf Registration Statement and prospectus may be resumed as quickly as practicable, provided, however, that in the event of a Suspension Event, the Issuer's obligation under Section 6.2 to maintain the effectiveness of the registration statement for the Registration Period shall be extended on a day-for-day basis equal to the amount of time that such Shelf Registration Statement shall have been suspended.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contraryagreement, the Issuer Eos shall have the right, right at any time, time to prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto covered by the Shelf Registration Statement whenever, and for so long as, in the good faith sole reasonable judgment of Eos (i) Eos determines that effecting such a registration or continuing such disposition at such time would have an adverse effect upon a proposed sale of all (or substantially all) of the Issuerassets of Eos or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital, structure or equity ownership of Eos, (iii) there exists a material development or a potential material development with respect to or involving the Issuer Eos that the Issuer Eos would be obligated to disclose in the prospectus or offering circular used in connection with the Shelf Registration Statement, which disclosure, disclosure would in the good faith judgment of the Issuer, after considering the advice of counsel, would Eos be premature or otherwise inadvisable at such time time, or (iiiii) an event has occurred that makes any statement made in the Shelf Registration Statement or related prospectus or offering circular or any document incorporated or deemed to be incorporated therein by reference contains an untrue in any material respect or which requires the making of any changes in the Shelf Registration Statement, prospectus or offering circular so that it will not contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “Suspension Event”). In the event that the Issuer Eos shall determine to so prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant theretosales, the Issuer Eos shall, in addition to performing those acts required to be performed under by the Securities Act and/or the Exchange Act Act, or as may be deemed advisable by the IssuerEos, deliver notice in writing to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon Eos and, upon receipt of such notice, the Holders shall discontinue disposition use of the Registrable Securities pursuant to the Shelf Registration Statement and prospectus until such Holders or offering circular, as the case may be, will be suspended and will not recommence until, in addition to those acts required to be performed by the Securities Act and/or the Exchange Act (including, but not limited to the preparation and filing of any post-effective amendments to the Shelf Registration Statement and the SEC review and declaration of effectiveness thereof), or as may be deemed advisable by Eos, including (x) such Holders’ receipt from Eos of copies of the supplemented or amended prospectus or offering circular or (y) the Holders are advised in writing by the Issuer Eos that the use of the Registration Statement and prospectus (and offers and sales thereunder) or offering circular may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectusused. The Issuer Eos will exercise commercially reasonable commercial efforts to ensure that the use of the Registration Statement and prospectus or offering circular may be resumed as quickly as practicable, and will provide prompt notice to Holders when such use may be resumed.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrarySection 1.2, the Issuer shall Amazxx.xxx xxxll have the right, right at any time, time to prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto whenever, and for so long as, in the good faith reasonable judgment of the Issuer, Amazxx.xxx xxxer consultation with counsel (i) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would Amazxx.xxx xxxt Amazxx.xxx xxxld be obligated to disclose in the prospectus used Prospectus contained in connection with the Registration Statement, which disclosure, disclosure would in the good faith judgment of the Issuer, after considering the advice of counsel, would be Amazxx.xxx xx premature or otherwise inadvisable at such time time, or (ii) an event has occurred that makes any statement made in the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or omits necessary to make the statements therein not misleading or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstancescircumstances under which they were made, not misleading, including without limitation ; provided that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements (each, a “Suspension Event”). In the event that the Issuer shall determine Amazxx.xxx xxxll not be permitted to so prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, unless all "affiliates" (as defined in addition to performing those acts required to be performed Rule 501 promulgated under the Securities Act and/or Act) of Amazxx.xxx xxx also prohibited from selling shares during such period. To effect such suspension or prohibition, Amazxx.xxx xxxll deliver a certificate in writing to the Exchange Act or deemed advisable by the IssuerHolders and, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon upon receipt of such noticecertificate, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Registration Statement and prospectus Prospectus will be deferred or suspended and will not recommence until (and offers and sales thereunderx) may be resumed, such Holders' receipt from Amazxx.xxx xx copies of the supplemented or amended Prospectus or (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which such Holders are incorporated or deemed to advised in writing by Amazxx.xxx xxxt the Prospectus may be incorporated by reference into such prospectusused. The Issuer will exercise commercially Amazxx.xxx xxxl use reasonable efforts to ensure that the use of the Registration Statement and prospectus Prospectus may be resumed resumed, as quickly soon as practicablepracticable and, in the case of a pending development referred to in (i) above, as soon as, in the judgment of Amazxx.xxx, xxsclosure of the material information relating to such pending development would not have a materially adverse effect on Amazxx.xxx'x xbility to consummate the transaction, if any, to which such development relates. Notwithstanding the foregoing, Amazxx.xxx xxxl use reasonable efforts to ensure that in any event the Holders shall have at least ten trading days (prorated for partial fiscal quarters) available to sell Registrable Securities during each fiscal quarter (or portion thereof) during the Effectiveness Period.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, if any, the Issuer shall have the right, at any time, to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto covered thereby whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Issuer, (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiii) the SEC has issued a stop order suspending the effectiveness of the Registration Statement, an event occurs that makes the financial statements included in the Registration Statement ineligible for inclusion therein or the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “Suspension Event”"SUSPENSION EVENT"). In the event that the Issuer shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant theretocovered thereby, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to covered by the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable, provided, however, that in the event of a Suspension Event, the Issuer's obligation under Section 6.2 to maintain the effectiveness of the Registration Statement until the second anniversary of the date of this Agreement shall be extended on a day-for-day basis equal to the amount of time that such Registration Statement shall have been suspended.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to except as provided in the contrarylast sentence of this Section, the Issuer Parent shall have the right, right at any time, time to prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto Shares whenever, and for so long as, in the good faith reasonable judgment of the Issuer, Parent (i) there exists a material development or a potential material development with respect to or involving the Issuer Parent that the Issuer Parent would be obligated to disclose in the prospectus or offering circular used in connection with the Registration Statementregistration statement, which disclosure, disclosure would in the good faith judgment of the Issuer, after considering the advice of counsel, would Parent be premature or otherwise inadvisable at such time time, or (ii) an event has occurred that makes any statement made in the Registration Statement registration statement or related prospectus or offering circular or any document incorporated or deemed to be incorporated therein by reference contains an untrue in any material respect or which requires the making of any changes in the registration statement, prospectus or offering circular so that it will not contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statement therein, in the light of the circumstancescircumstances under which they were made, not misleading. To effect such suspension or prohibition, including without limitation that period annually during which any Registration Statement would require suspension pending Parent shall deliver a certificate in writing to the Issuer’s new fiscal year financial statements (eachParent Stockholders and, a “Suspension Event”). In the event that the Issuer shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon upon receipt of such noticecertificate, the Holders shall discontinue disposition use of the Registrable Securities pursuant to the Registration Statement registration statement and prospectus or offering circular, as the case may be, will be deferred or suspended and will not recommence until such Holders (x) such Parent Stockholders' receipt from Parent of copies of the supplemented or amended prospectus or offering circular or (y) such Parent Stockholders are advised in writing by the Issuer Parent that the use of the Registration Statement and prospectus (and or offering circular may be used. Parent may prohibit or suspend offers and sales thereunderof Registrable Securities for a period of not longer than thirty (30) may be resumeddays (the "Blackout Period"); provided, however, that Parent shall not utilize the right described in this Section 3 more than twice in any twelve (y12)-month period and shall not utilize this right for the second time until at least sixty (60) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that days following the use end of the Registration Statement and prospectus may be resumed as quickly as practicablefirst such Blackout Period.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer shall have the right, at any time, to suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant thereto covered thereby whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Issuer, (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Shelf Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiii) the Shelf Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “"Suspension Event”"). In the event that the Issuer shall determine to so suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant theretocovered thereby, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to covered by the Shelf Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Shelf Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the Shelf Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer shall have the right, at any time, to suspend the effectiveness availability of the Registration Statement and the related prospectus and offers and sales of the Registrable Securities pursuant thereto whenever, in the good good-faith judgment of the management of the Issuer, : (i) continuing such availability or permitting such offers and sales could reasonably be expected to have an adverse effect upon a pending or proposed significant corporate event, or negotiations, discussions or pending proposals with respect thereto; (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good good-faith judgment of the Issuer, after considering the advice of consultation with counsel, would be premature or otherwise inadvisable at such time or time; (iiiii) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the prospectus included in the Registration Statement, as supplemented from time to time, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstancescircumstances under which they were made, not misleadingmisleading (each of the events described in clauses (i), including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements (eachii), (iii) and (iv), a “Suspension Event”). In the event that a Suspension Event shall occur and the Issuer shall determine to so suspend the effectiveness availability of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder the Holders or the Selling Stockholders, as applicable, written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer an officer of the Issuer. Upon receipt of such notice, the Holders or the Selling Stockholders, as applicable, shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders or Selling Stockholders: (xA) are advised in writing by the Issuer that the use of the Registration Statement and related prospectus (and offers and sales thereunder) may be resumed, ; (yB) have received copies of a supplemental or amended prospectus, if applicable, ; and (zC) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise use commercially reasonable efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly promptly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer Franklin shall have the right, exercisable at any timetime subject to the limitations set forth in Section 7.2(b), to suspend the effectiveness availability of the Registration Statement and offers and sales of the Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities pursuant thereto whenever, in the good good-faith judgment of the Issuer, management of Franklin: (i) continuing such availability or permitting such offers and sales could reasonably be expected to have an adverse effect upon a pending or proposed significant corporate event, or negotiations, discussions or pending proposals with respect thereto; (ii) there exists a material development or a potential material development with respect to or involving the Issuer Franklin that the Issuer Franklin would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good good-faith judgment of the IssuerFranklin, after considering the advice of consultation with counsel, would be premature or otherwise inadvisable at such time time; or (iiiii) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleadingmisleading (each of the events described in the foregoing clauses "(i)", including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements "(each, ii)" and "(iii)" being referred to herein as a “"Suspension Event”"). In the event that the Issuer a Suspension Event shall occur and Franklin shall determine to so suspend the effectiveness availability of the Registration Statement and offers and sales of the Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities pursuant thereto, the Issuer Franklin shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act Act, or otherwise deemed advisable by the IssuerFranklin, deliver to each Holder the Holders and/or Selling Stockholders, as applicable, written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer an officer of the IssuerFranklin. Upon receipt of such notice, the such Holders and/or Selling Stockholders shall discontinue disposition of the Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities pursuant to the Registration Statement and prospectus until such Holders and/or Selling Stockholders: (xi) are advised in writing by the Issuer Franklin that the use of the Registration Statement and prospectus (and offers and sales thereunder) of the Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities pursuant thereto may be resumed, ; (yii) have received copies of a supplemental or amended prospectus, if applicable, ; and (ziii) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer Franklin will exercise commercially reasonable commercial efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, if any, the Issuer shall have the right, at any time, to suspend the effectiveness of the a Registration Statement and offers and sales of the Registrable Securities pursuant thereto covered thereby whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Issuer, (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the a Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiii) the SEC has issued a stop order suspending the effectiveness of a Registration Statement, an event occurs that makes the financial statements included in a Registration Statement ineligible for inclusion therein or a Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “Suspension EventSUSPENSION EVENT”). In the event that the Issuer shall determine to so suspend the effectiveness of the a Registration Statement and offers and sales of the Registrable Securities pursuant theretocovered thereby, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to the covered by a Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the a Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the a Registration Statement and prospectus may be resumed as quickly as practicable, provided, however, that in the event of a Suspension Event, the Issuer’s obligation under Section 6.2 to maintain the effectiveness of a Registration Statement until the expiration of the Effectiveness Period shall be extended on a day-for-day basis equal to the amount of time that such Registration Statement shall have been suspended.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, if any, the Issuer shall have the right, at any time, to suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant thereto covered thereby whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Issuer, (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Shelf Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiii) the Shelf Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “"Suspension Event”"). In the event that the Issuer shall determine to so suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant theretocovered thereby, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to covered by the Shelf Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Shelf Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the Shelf Registration Statement and prospectus may be resumed as quickly as practicable, provided, however, that in the event of a Suspension Event, the Issuer's obligation under Section 6.2 to maintain the effectiveness of the registration statement until the first anniversary of the date of the effectiveness of the registration statement shall be extended on a day-for-day basis equal to the amount of time that such Shelf Registration Statement shall have been suspended.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contraryagreement, the Issuer shall have the right, right at any time, time to prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto covered by the Shelf Registration Statement whenever, in the good faith sole reasonable judgment of the Issuer (i) the Issuer determines that effecting such a registration or continuing such disposition at such time would have an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital, structure or equity ownership of the Issuer, (iii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus or offering circular used in connection with the Shelf Registration Statement, which disclosure, disclosure would in the good faith judgment of the Issuer, after considering the advice of counsel, would Issuer be premature or otherwise inadvisable at such time time, or (iiiii) an event has occurred that makes any statement made in the Shelf Registration Statement or related prospectus or offering circular or any document incorporated or deemed to be incorporated therein by reference contains an untrue in any material respect or which requires the making of any changes in the Shelf Registration Statement, prospectus or offering circular so that it will not contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “Suspension Event”). In the event that the Issuer shall determine to so prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant theretosales, the Issuer shall, in addition to performing those acts required to be performed under by the Securities Act and/or the Exchange Act Act, or as may be deemed advisable by the Issuer, deliver notice in writing to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon Issuer and, upon receipt of such notice, the Holders shall discontinue disposition use of the Registrable Securities pursuant to the Shelf Registration Statement and prospectus until such Holders or offering circular, as the case may be, will be suspended and will not recommence until, in addition to those acts required to be performed by the Securities Act and/or the Exchange Act (including, but not limited to the preparation and filing of any post-effective amendments to the Shelf Registration Statement and the SEC review and declaration of effectiveness thereof), or as may be deemed advisable by the Issuer, including (x) such Holders’ receipt from the Issuer of copies of the supplemented or amended prospectus or offering circular or (y) the Holders are advised in writing by the Issuer that the use of the Registration Statement and prospectus (and offers and sales thereunder) or offering circular may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectusused. The Issuer will exercise commercially reasonable commercial efforts to ensure that the use of the Registration Statement and prospectus or offering circular may be resumed as quickly as practicable, and will provide prompt notice to Holders when such use may be resumed.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer shall have the right, at any time, to suspend the effectiveness availability of the Registration Statement and the related prospectus and offers and sales of the Registrable Securities pursuant thereto whenever, in the good good-faith judgment of the management of the Issuer, : (i) continuing such availability or permitting such offers and sales could reasonably be expected to have an adverse effect upon a pending or proposed significant corporate event, or negotiations, discussions or pending proposals with respect thereto; (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good good-faith judgment of the Issuer, after considering the advice of consultation with counsel, would be premature or otherwise inadvisable at such time time; or (iiiii) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleadingmisleading (each of the events described in CLAUSES (I), including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements (eachII) and (III), a “Suspension Event”"SUSPENSION EVENT"). In the event that a Suspension Event shall occur and the Issuer shall determine to so suspend the effectiveness availability of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, in addition to performing those acts required to be performed under the 1940 Act, if applicable, the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder the Holders or the Selling Stockholders, as applicable, written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer an officer of the Issuer. Upon receipt of such notice, the Holders or the Selling Stockholders, as applicable, shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders or Selling Stockholders: (xA) are advised in writing by the Issuer that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, ; (yB) have received copies of a supplemental or amended prospectus, if applicable, ; and (zC) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable commercial efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer shall have the right, at any time, to suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon the Company’s ability to raise additional funds pursuant to one or more private placements of shares of the Company or any debt securities of the Company, a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital, structure, or equity ownership of the Issuer, (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiii) the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “Suspension Event”). In the event that the Issuer shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable commercial efforts to ensure that the use of the Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, if any, the Issuer shall have the right, at any time, to suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant thereto covered thereby whenever, in the good faith judgment judgement of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Issuer, (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Shelf Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiii) the Shelf Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “"Suspension Event”"). In the event that the Issuer shall determine to so suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant theretocovered thereby, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to covered by the Shelf Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Shelf Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable efforts to ensure that the use of the Shelf Registration Statement and prospectus may be resumed as quickly as practicable, provided, however, that in the event of a Suspension Event, the Issuer's obligation under Section 6.2 to maintain the effectiveness of the registration statement until the first anniversary of the date of the effectiveness of the registration statement shall be extended on a day-for-day basis equal to the amount of time that such Shelf Registration Statement shall have been suspended.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrary, the Issuer shall have the right, at any time, to suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant thereto whenever, in the good faith judgment of the Issuer, (i) continuing such effectiveness or permitting such offers and sales could reasonably be expected to have an adverse effect upon a proposed sale of all or substantially all of the assets of the Issuer or a merger, acquisition, reorganization, recapitalization or similar current transaction materially affecting the capital, structure, or equity ownership of the Issuer, (ii) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would be obligated to disclose in the prospectus used in connection with the Shelf Registration Statement, which disclosure, in the good faith judgment of the Issuer, after considering the advice of counsel, would be premature or otherwise inadvisable at such time time, or (iiiii) the Shelf Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading, including without limitation that period annually during which any Registration Statement would require suspension pending the Issuer’s new fiscal year financial statements misleading (each, a “Suspension Event”). In the event that the Issuer shall determine to so suspend the effectiveness of the Shelf Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon receipt of such notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Shelf Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Shelf Registration Statement and prospectus (and offers and sales thereunder) may be resumed, (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. The Issuer will exercise commercially reasonable commercial efforts to ensure that the use of the Shelf Registration Statement and prospectus may be resumed as quickly as practicable.

Right of Suspension. (a) Notwithstanding any other provision of this Agreement or any related agreement to the contrarySection 1.2, the Issuer shall Amazxx.xxx xxxll have the right, right at any time, time to prohibit or suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto whenever, and for so long as, in the good faith reasonable judgment of the Issuer, Amazxx.xxx xxxer consultation with counsel (i) there exists a material development or a potential material development with respect to or involving the Issuer that the Issuer would Amazxx.xxx xxxt Amazxx.xxx xxxld be obligated to disclose in the prospectus used Prospectus contained in connection with the Registration Statement, which disclosure, disclosure would in the good faith judgment of the Issuer, after considering the advice of counsel, would be Amazxx.xxx xx premature or otherwise inadvisable at such time and would have a material adverse effect upon Amazxx.xxx xxx its stockholders, or (ii) an event has occurred that makes any statement made in the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference contains an untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or omits necessary to make the statements therein not misleading or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstancescircumstances under which they were made, not misleading. To effect such suspension or prohibition, including without limitation that period annually during which any Registration Statement would require suspension pending Amazxx.xxx xxxll deliver a certificate in writing to the Issuer’s new fiscal year financial statements (eachHolders and, a “Suspension Event”). In the event that the Issuer shall determine to so suspend the effectiveness of the Registration Statement and offers and sales of the Registrable Securities pursuant thereto, the Issuer shall, in addition to performing those acts required to be performed under the Securities Act and/or the Exchange Act or deemed advisable by the Issuer, deliver to each Holder written notice thereof, signed by the Chief Financial Officer or Chief Executive Officer of the Issuer. Upon upon receipt of such noticecertificate, the Holders shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement and prospectus until such Holders (x) are advised in writing by the Issuer that the use of the Registration Statement and prospectus Prospectus will be deferred or suspended and will not recommence until (and offers and sales thereunderx) may be resumed, such Holders' receipt from Amazxx.xxx xx copies of the supplemented or amended Prospectus or (y) have received copies of a supplemental or amended prospectus, if applicable, and (z) have received copies of any additional or supplemental filings which such Holders are incorporated or deemed to advised in writing by Amazxx.xxx xxxt the Prospectus may be incorporated by reference into such prospectusused. The Issuer will exercise commercially reasonable Amazxx.xxx xxxl use its best efforts to ensure that the use of the Registration Statement and prospectus Prospectus may be resumed as quickly soon as practicablepracticable and, in the case of a pending development referred to in (i) above, as soon as, in the judgment of Amazxx.xxx, xxsclosure of the material information relating to such pending development would not have a materially adverse effect on Amazxx.xxx'x xbility to consummate the transaction, if any, to which such development relates. Notwithstanding the foregoing, Amazxx.xxx xxxl use reasonable efforts to ensure that in any event the Holders shall have ten trading days (prorated for partial fiscal quarters) available to sell Registrable Securities during each fiscal quarter (or portion thereof) during the Effectiveness Period.