Common use of Suspension Period Clause in Contracts

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior Statement for a period of up to or after receipt by the Company of a Shelf Takedown Request or Demand Request) 45 days (i) if the Company reasonably is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) upon issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement with respect to Registrable Securities or the initiation of Proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act; (iii) if the Company believes (with the advice of competent counsel expert in such matters) that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan (including a pending securities offering by the Company) or (y) would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the this exception in clause (iy) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (iiiv) if the Company’s Board Company elects at such time to offer Company Common Stock or other equity securities of Directors determines in good faiththe Company to (x) fund a merger, after consultation with its external advisors or legal counsel, that the third-party tender offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material other business combination, acquisition of assets or stock similar transaction or (y) meet rating agency and other than in the ordinary course of businesscapital funding requirements; (v) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving if the Company or any is pursuing a primary underwritten offering of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed Company Common Stock pursuant to a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month periodregistration statement; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c); or (vi) if any other material development would materially and adversely interfere with any such Demand Registration or Shelf Registration (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and as the Company will pay all Registration Expenses in connection with such registration; and provided further, regardless that in no event shall the Company declare a Suspension Period for more than an aggregate of whether such registration is effected45 days in any 12-month period. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”)Period. If the filing of any Demand Registration or Shelf Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementRegistration.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) period (any such period, a “Suspension Period”, and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 5, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct the Holders (in the case of a Mandatory Shelf Registration Statement) or Initiating Holders (in the case of a Demand Registration Statement or Piggyback Registration Statement), in accordance with Section 5(b), to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of 90 days, including for purposes of such calculation, any days that were deferred under Section 2(b)(ii), in any consecutive 12-month period commencing on Closing, except as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its reasonable best efforts to cause such post-effective amendment to be declared effective) if (i) a certificate is delivered by the Company and signed by a director of the Company certifying that in the good faith judgment of the Board it would be seriously detrimental to the Company to proceed with such sale because (x) a merger, consolidation, substantial acquisition or other similar corporate action is expected to occur imminently or (y) the Company intends to issue equity securities or equity-linked securities not pursuant to a registration statement; or (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule, regulation or Commission-published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall have use its reasonable best efforts to cause the right but not Registration Statement to become effective or to promptly (and in the obligation to defer the filing case of a suspension under clause (but not the preparation ofii), use reasonable best efforts to within seven (7) days) amend or suspend supplement the use by the Holders of, any Demand Registration Statement on a post-effective basis or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (with the advice of competent counsel expert in take such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, action as is necessary to make disclosure resumed use of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in Registration Statement compatible with the Company’s best interests; provided , as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by causes the Company or any to suspend the use of its subsidiaries to engage in any material acquisition of assets or stock a Registration Statement (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, a “Suspension PeriodEvent”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If ) to Purchaser and the filing Holders (or the Initiating Holders, as the case may be) to suspend sales of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Period ends, Event or its effect is continuing and the Qualified Holders may request a new Demand Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration or a new Underwritten Shelf Takedown (and such request shall not be counted Statement as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i))promptly as possible. The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A No Holder shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders (or the Initiating Holders, as the case may be) may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to (or the Initiating Holders, if any, as the case may be) and Purchaser in the manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect subject to any Registration Statement pursuant to this Suspension Events or as contemplated by Section 2(e4(f)(iv), the Company agrees that it shall (i) extend the Required Effective Period which such use its reasonable best efforts to cause each Registration Statement shall to be maintained effective pursuant to this Agreement by until the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall Registrable Shares are not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding Each Holder, upon receipt of any other provision of this Section 2, notice (a "Suspension Notice") from the Company shall have of the right but not happening of any event of the obligation to defer the filing of (but not the preparation ofkind described in Section 4(f)(v), forthwith shall discontinue disposition of the Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or suspend amended Prospectus contemplated by Section 4(f) or until it is advised in writing (the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt "Advice") by the Company that the use of a Shelf Takedown Request the Prospectus may be resumed, and has received copies of any additional or Demand Request) (i) supplemental filings which are incorporated by reference in the Prospectus, and, if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require so directed by the Company, under applicable securities laws and other lawssuch Holder will, or will request the managing underwriter or underwriters, if any, to make disclosure of material nonpublic information that would not otherwise be required deliver to be disclosed at that time and the Company believes in good faith that such disclosures (at that time would not be in the Company’s best interests; provided that 's expense) all copies, other than permanent file copies then in such Holder's possession, of the exception in clause (i) shall continue to apply only during Prospectus covering such Registrable Securities current at the time in which of receipt of such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, a “Suspension Period”)notice; provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all shall not give a Suspension Notice until after the Registration Expenses in connection with such registration, regardless of whether such registration is effectedStatement has been declared effective. The In the event that the Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If , (i) the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant Company shall use its reasonable best efforts and take such actions as are reasonably necessary to this Section 2(e), once end the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; as practicable and (ii) provide copies immediately following expiration of the Suspension Period, the Company shall, to the extent necessary, prepare and file with the Commission and furnish a supplement or amendment to such Prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such Prospectus will not contain any supplemented untrue statement of a material fact or amended prospectus omit to state a material fact necessary to resume salesmake the statements therein, if requested by any Holder; provided that such period in light of time shall the circumstances under which they were made, not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statementmisleading.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company shall have may direct the right but not the obligation to defer the filing of (but not the preparation ofHolders, in accordance with Section 5(b), or to suspend sales of the use by the Holders of, any Demand Registrable Shares pursuant to a Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if Statement for such times as the Company reasonably believes may determine is necessary and advisable (with the advice of competent counsel expert but in such mattersno event, (A) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in case of clause (i) shall continue to apply only during below, for more than 45 consecutive days (or 60 consecutive days in the time case of the IPO Registration Statement) and (B) in which such material nonpublic information has not been disclosed and remains material; and the case of clauses (i), (ii) if and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Company’s Board Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of Directors determines in good faithclause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, after consultation with its external advisors or legal counsel, provided that the offer or Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities Shares pursuant to the Registration Statement would reasonably be expected to have a material adverse effect on any proposal or plan by such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material securities, acquisition, merger, consolidation, tender offer, recapitalizationbusiness combination, reorganization corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of its subsidiariesthe Securities Act; provided (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the period of aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such primary underwritten Public Offering in accordance with and subject to information. Upon the restrictions set forth in Section 2(c) (occurrence of any such period, a “Suspension Period”); provided, however, that in such eventsuspension, the Qualified Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's best interests, as applicable, so as to permit the Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count resume sales of the Registrable Shares as a Demand Registration and soon as possible. (b) In the case of an event that causes the Company will pay all to suspend the use of a Registration Expenses in connection with such registrationStatement (a "Suspension Event"), regardless of whether such registration is effected. The the Company shall give written notice (a "Suspension Notice") to the Holders to suspend sales of the Registrable Securities registered under Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or pursuant its effect is continuing and the Company is using its best efforts and taking all reasonable steps to any Shelf terminate suspension of the use of the Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”)as promptly as possible. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A No Holder shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to in the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect subject to any Registration Statement pursuant to this Suspension Events or as contemplated by Section 2(e4(f)(iv), the Company agrees that it shall (i) extend the Required Effective Period which such each Registration Statement shall be maintained effective pursuant to this Agreement by until the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall Registrable Shares are not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 24, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company shall have the right but not the obligation to defer the filing of (but not the preparation ofmay direct Holding, in accordance with Section 4(b), or to suspend sales of the use by the Holders of, any Demand Registrable Shares pursuant to a Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if Statement for such times as the Company reasonably believes may determine is necessary and advisable (with the advice of competent counsel expert but in such mattersno event, (A) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in case of clause (i) shall continue to apply only during below, for more than 45 consecutive days and (B) in the time in which such material nonpublic information has not been disclosed and remains material; and case of clauses (i), (ii) if and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Company’s Board Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of Directors determines in good faithclause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, after consultation with its external advisors or legal counsel, provided that the offer or Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities Shares pursuant to the Registration Statement would reasonably be expected to have a material adverse effect on any proposal the price, timing, marketing or plan by distribution of such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material securities, acquisition, merger, consolidation, tender offer, recapitalizationbusiness combination, reorganization corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of its subsidiariesthe Securities Act; provided (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the period of aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such primary underwritten Public Offering in accordance with and subject to information. Upon the restrictions set forth in Section 2(c) (occurrence of any such periodsuspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit Holding to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension PeriodEvent”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If ) to Holding to suspend sales of the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Period ends, Event or its effect is continuing and the Qualified Holders may request a new Demand Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration or a new Underwritten Shelf Takedown (and such request shall not be counted Statement as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i))promptly as possible. The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder Holding shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, Holding will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in Holding’s possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. Holders Holding may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to Holding in the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect subject to any Registration Statement pursuant to this Suspension Events or as contemplated by Section 2(e3(f)(iv), the Company agrees that it shall (i) extend the Required Effective Period which such each Registration Statement shall be maintained effective pursuant to this Agreement by until the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall Registrable Shares are not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right right, but not the obligation obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration Statement for a period of up to sixty (whether prior 60) days (unless a longer period is consented to or after receipt by the Company Holders of a Shelf Takedown Request or Demand RequestMajority of Included Registrable Securities) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company reasonably believes (with the advice of competent counsel expert in such matters) good faith that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) would require the CompanyCompany (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the this exception in clause (iy) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (iiiii) if the Company’s Board Company elects at such time to offer Company Common Stock or other equity securities of Directors determines in good faiththe Company to (x) fund a merger, after consultation with its external advisors or legal counsel, that the third-party tender offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material other business combination, acquisition of assets or stock similar transaction or (y) meet rating agency and other than in the ordinary course of businesscapital funding requirements; or (iv) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving if the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed is pursuing a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject offering of Company Common Stock pursuant to the restrictions set forth in Section 2(c) a registration statement (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and no event shall the Company will pay all Registration Expenses declare a Suspension Period more than three times in connection with such registration, regardless of whether such registration is effectedany twelve (12) month period. The Company shall (i) give prompt written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies promptly resume the process of any supplemented filing or amended prospectus requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond permit the date that there are no longer Holders to offer and sell their Registrable Securities covered by such Registration Statementin accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration Statement or Shelf Prospectus for a period of up to 60 days if continued use of the Registration (whether prior to Statement or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering Prospectus would require the Company, under applicable securities laws and other laws, Company to make a public disclosure of material nonpublic information that that, in its good faith judgment, after consultation with independent outside counsel to the Company, would not otherwise be required to be disclosed at that time and made in any Registration Statement filed with the SEC by the Company believes in good faith so that such disclosures at that time Registration Statement would not be in materially misleading and would not be required to be made at such time but for the Company’s best interestsfiling of such Registration Statement, but which information the Company has a bona fide business purpose for not disclosing publicly; provided that the this exception in clause (i) shall continue to apply only (i) during the time in which that such material nonpublic information has not been disclosed and remains material; and or (ii) if the Company’s Board Company is pursuing a primary underwritten offering of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected Company Common Stock pursuant to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month periodregistration statement; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c2(b) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders Initiating Holder will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration; and provided further, regardless that in no event shall the Company declare a Suspension Period more than twice in any 12-month period or for more than an aggregate of whether such registration is effected90 days in any 12-month period. The Company shall give prompt written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”)Period. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e2(d), once the Suspension Period ends, the Qualified Holders Initiating Holder or any other Holder may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementRegistration.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the reasonable preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (determines in good faith, after consultation with the advice of competent its external legal counsel expert in such matters, that: (i) that any such registration or offering would require the Companydisclosure, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be materially affect the Company in the Company’s best interestsan adverse manner; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors such registration or legal counsel, that the offer or sale of Registrable Securities offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its the Company’s subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material plan or proposal of a significant financing, acquisition, disposition, merger, consolidationcorporate reorganization, tender offersecurities offering, recapitalization, reorganization segment reclassification or discontinuation of operations or other material transaction or any negotiations or discussions with respect thereto involving the Company or any of its the Company’s subsidiaries; or (iii) such registration or offering would render the Company unable to comply with requirements under the Securities Act or the Exchange Act; provided that, that the period of any delay or suspension under exceptions (i) ), (ii), and (iiiii) shall not exceed a period of sixty seventy-five (6075) days and any such delays or extensions shall not in aggregate exceed ninety one hundred-five (90105) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) period (any such period, a “Suspension Period”, and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, the a Qualified Holders Holder will be entitled to withdraw any request for a Demand Registration or an Underwritten Shelf Takedown and, if such request is withdrawn, such Demand Registration or Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the any Qualified Holders Holder may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company), which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right right, but not the obligation obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration Statement for a period of up to sixty (whether prior 60) days (unless a longer period is consented to or after receipt by the Company Holders of a Shelf Takedown Request or Demand RequestMajority of Included Registrable Securities) (i) if the Company reasonably is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iii) if the Company believes (with the advice of competent counsel expert in such matters) good faith that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) would require the CompanyCompany (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the this exception in clause (iy) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (iiiv) if the Company’s Board Company elects at such time to offer Company Common Stock or other equity securities of Directors determines in good faiththe Company to (x) fund a merger, after consultation with its external advisors or legal counsel, that the third-party tender offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material other business combination, acquisition of assets or stock similar transaction or (y) meet rating agency and other than in the ordinary course of businesscapital funding requirements or (v) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving if the Company or any is pursuing a primary underwritten offering of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed Company Common Stock pursuant to a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month periodregistration statement; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 2(b) and the Company will pay all Registration Expenses in connection with such registration; and provided, regardless of whether such registration is effectedfurther, that in no event shall the Company declare a Suspension Period more than once in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period and (a “Suspension Notice”)ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holders to offer and sell their Registrable Securities in accordance with applicable law. If the filing of any Demand Registration or Shelf Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementRegistration.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 2, 5 and a good faith determination by the Company shall have that it is in the right but not best interest of the obligation Company to defer the filing of (but not the preparation of), or suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders of, any Demand pursuant to the Mandatory Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering Statement would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company’s offering, (ii) there is material non-public information regarding the Company which (A) the Company determines not to be in the Company's best interest to disclose, (B) would, in the good faith determination of the Company, require any revisions to the Registration Statement so that it will not contain any untrue statement of a material fact or any of its subsidiaries omit to engage in state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) which the Company is not otherwise required to disclose, (iii) there is a significant bone fide business opportunity (including, but not limited to, the acquisition or disposition of assets or stock (other than in the ordinary course of business) or ), including any material significant merger, consolidation, tender offer, recapitalization, reorganization offer or other transaction involving similar transaction) available to the Company which the Company determines not to be in the Company's best interest to disclose, or any of its subsidiaries; provided that, (iv) the period of any delay Company is required to file a post-effective amendment to a Registration Statement to incorporate the Company’s quarterly or suspension under exceptions (i) annual reports or audited financial statements on Forms 10-Q and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, a “Suspension Period”)10-K; provided, however, that in such eventno suspension period permitted pursuant to this clause (iv) shall continue for more than 5 consecutive Business Days. (b) Upon the earlier to occur of (A) the Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Qualified Holders will be entitled Company shall use its commercially reasonable efforts to withdraw any request for promptly amend or supplement the Mandatory Registration Statement on a Demand Registration andpost-effective basis, if necessary, or to take such request action as is withdrawnnecessary to make resumed use of the Mandatory Registration Statement compatible with the Company’s best interest, such Demand Registration will not count as a Demand Registration and applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes the Company will pay all to suspend the use of a Registration Expenses in connection with such registrationStatement (a “Suspension Event”), regardless of whether such registration is effected. The the Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If ) to the filing Holders to suspend sales of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e)the Registrable Shares, once and such notice shall state that such suspension shall continue only for so long as the Suspension Period ends, Event or its effect is continuing and the Qualified Holders may request a new Demand Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration or a new Underwritten Shelf Takedown (and such request shall not be counted Statement as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i))promptly as possible. The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder Holders shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the reasonable expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to in the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (d) Notwithstanding any provision herein to the contrary, if the Company gives shall give a Suspension Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement pursuant to this Section 2(e)Statement, the Company agrees that it shall (i) extend the Required Effective Period period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice; Notice and (ii) provide copies of any the supplemented or amended prospectus Prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there Shares or Additional Shares are no longer not Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding any other provision of this Section 24.2, the Company shall have the right right, but not the obligation obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holders Stockholders of, any Demand Registration or Shelf Registration Statement for a period of up to forty-five (whether prior 45) days (unless a longer period is consented to or after receipt by the Company Stockholders holding a majority of a Shelf Takedown Request or Demand Requestincluded Registrable Securities) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) (x) if the Company reasonably believes (with the advice of competent counsel expert Board determines, in such matters) its good-faith judgment, that any such registration or offering should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) if the Company believes in good faith that it would require the CompanyCompany (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided provided, that the exception set forth in the preceding clause (iii)(y) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and material or (iiiii) if the Company’s Board Company is pursuing a primary underwritten offering of Directors determines in good faith, after consultation with its external advisors or legal counselRegistrable Securities pursuant to a Registration Statement; provided, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders Stockholders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c4.2(b) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders Stockholders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 4.2(a) and the Company will pay all Registration Expenses in connection with such registration; provided, regardless further, that in no event shall (A) the Company declare a Suspension Period more than two (2) times in any twelve (12)-month period or (B) the aggregate length of whether such registration is effectedSuspension Periods declared in any twelve (12)-month period exceed ninety (90) days in total. The Company shall (i) give prompt written notice to the Holders Stockholders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period and (a “Suspension Notice”)ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Stockholders to offer and sell their respective Registrable Securities in accordance with applicable law. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e4.2(d), once the Suspension Period ends, the Qualified Holders Stockholders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementRegistration.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes Company’s Board of Directors determines in good faith (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Companydisclosure, under applicable securities laws and and/or other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be materially affect the Company in the Company’s best interestsan adverse manner; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) period (any such period, a “Suspension Period”, and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration or an Underwritten Shelf Takedown and, if such request is withdrawn, such Demand Registration or Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company), which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 2, 5 and a good faith determination by the Company shall have that it is in the right but not best interests of the obligation Company to defer the filing of (but not the preparation of), or suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Placement Agents and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders of, any Demand pursuant to the Mandatory Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering Statement would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company’s offering, (ii) there is material non-public information regarding the Company which (A) the Company determines not to be in the Company's best interest to disclose, (B) would, in the good faith determination of the Company, require any revisions to the Registration Statement so that it will not contain any untrue statement of a material fact or any of its subsidiaries omit to engage in state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) which the Company is not otherwise required to disclose, (iii) there is a significant bone fide business opportunity (including, but not limited to, the acquisition or disposition of assets or stock (other than in the ordinary course of business) or ), including any material significant merger, consolidation, tender offer, recapitalization, reorganization offer or other transaction involving similar transaction) available to the Company which the Company determines not to be in the Company's best interest to disclose, or any of its subsidiaries; provided that, (iv) the period of any delay Company is required to file a post-effective amendment to a Registration Statement to incorporate the Company’s quarterly or suspension under exceptions (i) annual reports or audited financial statements on Forms 10-Q and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period10-K; provided that no suspension period permitted pursuant to this clause (iv) shall continue for more than 5 consecutive business days. (b) Upon the Qualified Holders shall have Piggyback Registration rights with respect earlier to such primary underwritten Public Offering in accordance with and subject occur of (A) the Company delivering to the restrictions set forth in Section 2(cHolders and the Placement Agents an End of Suspension Notice, as hereinafter defined, or (B) (any such the end of the maximum permissible suspension period, the Company shall use its commercially reasonable efforts to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension PeriodEvent”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If ) to the filing Holders to suspend sales of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e)the Registrable Shares, once and such notice shall state that such suspension shall continue only for so long as the Suspension Period ends, Event or its effect is continuing and the Qualified Holders may request a new Demand Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration or a new Underwritten Shelf Takedown (and such request shall not be counted Statement as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i))promptly as possible. The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder Holders shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, Placement Agents in the manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (d) Notwithstanding any provision herein to the contrary, if the Company gives shall give a Suspension Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement pursuant to this Section 2(e)Statement, the Company agrees that it shall (i) extend the Required Effective Period period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice; Notice and (ii) provide copies of any the supplemented or amended prospectus Prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there Shares or Additional Shares are no longer not Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company shall have may direct the right but not Holders, in accordance with Section 5(b), to suspend sales of the obligation Registrable Shares pursuant to defer a Registration Statement for such times as the filing of Company reasonably may determine is necessary and advisable (but not in no event for more than an aggregate of 90 days in any consecutive 12-month period commencing on the preparation of)Closing Time or more than 60 days in any consecutive 90-day period, or suspend the use except as a result of a review of any post-effective amendment by the Holders ofCommission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective) if any Demand Registration or Shelf Registration of the following events shall occur: (whether prior to or after receipt i) the managing underwriters of an initial public offering of primary shares by the Company of a Shelf Takedown Request or Demand Request) (i) if have advised the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities shares of Common Stock pursuant to the Registration Statement would reasonably be expected to have a material adverse effect on any proposal or plan by such initial public offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material securities, acquisition, merger, consolidation, tender offer, recapitalizationbusiness combination, reorganization corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule, regulation or Commission-published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of its subsidiariesthe Securities Act; provided (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the period of aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such primary underwritten Public Offering in accordance with and subject to information. Upon the restrictions set forth in Section 2(c) (occurrence of any such period, a “Suspension Period”); provided, however, that in such eventsuspension, the Qualified Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's best interests, as applicable, so as to permit the Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count resume sales of the Registrable Shares as a Demand Registration and soon as possible. (b) In the case of an event that causes the Company will pay all to suspend the use of a Registration Expenses in connection with such registrationStatement (a "Suspension Event"), regardless of whether such registration is effected. The the Company shall give written notice (a "Suspension Notice") to FBR and the Holders to suspend sales of the Registrable Securities registered under Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or pursuant its effect is continuing and the Company is using its best efforts and taking all reasonable steps to any Shelf terminate suspension of the use of the Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”)as promptly as possible. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A No Holder shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to FBR in the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect subject to any Registration Statement pursuant to this Suspension Events or as contemplated by Section 2(e4(f)(iv), the Company agrees that it shall (i) extend the Required Effective Period which such each Registration Statement shall be maintained effective pursuant to this Agreement by until the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall Registrable Shares are not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company Company’s Board of Directors reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company Company’s Board of Directors reasonably believes in good faith that such disclosures at that time would not be in the Company’s best interestsinterests (a “Suspension Period”); provided provided, however, that the exception in clause (i) Suspension Period shall continue to apply only during the time in which (i) such material nonpublic information has not been disclosed and remains material; material and (ii) if the Company’s Board of Directors determines in good faith, after consultation reasonably believes (with the advice of its external advisors or and legal counsel, ) that the offer any such registration or sale of Registrable Securities offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided thatprovided, further, that the period of any delay or suspension under exceptions (i) and (ii) Company shall not exceed a period of sixty be entitled to more than two (602) days and Suspension Periods during any such delays or extensions shall not in aggregate exceed ninety (90) days in any consecutive twelve (12) month period; provided that , no such Suspension Period shall exceed sixty (60) consecutive days and the Qualified Holders aggregate of the Suspension Periods during any consecutive twelve (12) month period shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(cnot exceed ninety (90) (any such period, a “Suspension Period”)days; provided, howeverfurther, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv2(a)(iii) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement subject to the Suspension Notice following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension EventPeriod. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period period for which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement. If the Company shall give any Suspension Notice pursuant to this paragraph, the Company shall not, during the period after giving any Suspension Notice but prior to giving an End of Suspension Notice, register any New Common Shares for either its own account or for the account of any other Holder.

Suspension Period. Notwithstanding any other provision of this Section 210.1, the Company shall have the right right, but not the obligation obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holders Members of, any Demand Registration or Shelf Registration Statement for a period of up to ninety (whether prior 90) days (unless a longer period is consented to or after receipt by the Company Members holding a Majority of a Shelf Takedown Request or Demand RequestIncluded Registrable Securities) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) (x) if the Company reasonably believes (with the advice of competent counsel expert Board determines, in such matters) its good faith judgment, that any such registration or offering should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) if the Company believes in good faith that it would require the CompanyCompany (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided provided, that the exception set forth in the preceding clause (iii)(y) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and material or (iiiii) if the Company’s Board Company is pursuing a primary underwritten offering of Directors determines in good faithRegistrable Securities pursuant to a Registration Statement; provided, after consultation with its external advisors or legal counselfurther, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders Members shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c10.1(b) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders Members will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 10.1(a) and the Company will pay all Registration Expenses in connection with such registration; provided, regardless further, that in no event shall (A) the Company declare a Suspension Period more than two (2) times in any twelve (12)-month period or (B) the aggregate length of whether such registration is effectedSuspension Periods declared in any twelve (12)-month period exceed one hundred twenty (120) days in total. The Company shall (i) give prompt written notice to the Holders Members of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period and (a “Suspension Notice”)ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Members to offer and sell their respective Registrable Securities in accordance with applicable law. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e10.1(d), once the Suspension Period ends, the Qualified Holders Members may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementRegistration.

Suspension Period. Notwithstanding any other provision of this Section 26, the Company Corporation shall have the right right, but not the obligation obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration Statement for a period of up to ninety (whether prior 90) days (unless a longer period is consented to or after receipt by the Company Holders of a Shelf Takedown Request or Demand RequestMajority of Included Registrable Securities) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) (x) if the Company reasonably believes (with the advice of competent counsel expert Board determines, in such matters) its good faith judgment, that any such registration or offering should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Corporation or (y) if the Corporation believes in good faith that it would require the CompanyCorporation (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic non-public information that would not otherwise be required to be disclosed at that time and the Company Corporation believes in good faith that such disclosures at that time would not be in the CompanyCorporation’s best interests; provided provided, that the exception set forth in the preceding clause (iii)(y) shall continue to apply only during the time in which that such material nonpublic non-public information has not been disclosed and remains material; and material or (iiiii) if the Company’s Board Corporation is pursuing a primary underwritten offering of Directors determines in good faith, after consultation with its external advisors or legal counselCommon Stock pursuant to a Registration Statement; provided, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c6(b) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 6(a) and the Company Corporation will pay all Registration Expenses in connection with such registration; provided, regardless further, that in no event shall (A) the Corporation declare a Suspension Period more than two (2) times in any twelve (12)-month period or (B) the aggregate length of whether such registration is effectedSuspension Periods declared in any twelve (12)-month period exceed ninety (90) days in total. The Company Corporation shall (i) give prompt written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period and (a “Suspension Notice”)ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holders to offer and sell their respective Registrable Securities in accordance with applicable law. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e6(d), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementRegistration.

Suspension Period. Notwithstanding any other provision of this Section 2Agreement to the contrary, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes Board determines in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in clause any use of a Registration Statement or Prospectus hereunder involving Registrable Securities or Registrable Merger Securities: (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a materially impede, delay or interfere with, or require premature disclosure of, any material adverse effect on any proposal financing, offering, acquisition, disposition, merger, corporate reorganization, segment reclassification or plan by the Company discontinuance of operations that is required to be reflected in pro forma or restated financial statements that amends historical financial statements of Parent, or other significant transaction or any of its subsidiaries to engage in any material acquisition of assets negotiations, discussions or stock (other than in the ordinary course of business) or any material mergerpending proposals with respect thereto, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company Parent or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and or (ii) would require, after consultation with counsel to Parent, the disclosure of material non-public information, the disclosure of which would (x) not be required to be made if a Registration Statement were not being used and (y) reasonably be expected to materially and adversely affect Parent, then Parent shall be entitled to suspend, for not exceed a period of more than sixty (60) consecutive days (a “Suspension Period”), but in no event (A) more than three (3) times in any consecutive twelve (12) month period (which periods may be successive) and any such delays or extensions shall not in (B) for more than an aggregate exceed of ninety (90) days in any rolling twelve (12) month period; provided that , commencing on the Qualified Holders date of this Agreement, the use of any Registration Statement or Prospectus and shall have Piggyback not be required to amend or supplement the Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (Statement, any related Prospectus or any document incorporated therein by reference. Parent promptly will give written notice of any such period, a “Suspension Period”); provided, however, that in such event, Period the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementStockholders.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration for a period of up to forty-five (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request45) days (i) if the Company reasonably is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) upon issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act; (iii) if the Company believes (with the advice of competent counsel expert in such matters) that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan or (y) would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the this exception in clause (iy) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (iiiv) if the Company’s Board Company elects at such time to offer Company Common Stock or other equity securities of Directors determines in good faiththe Company to (x) fund a merger, after consultation with its external advisors or legal counsel, that the third-party tender offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material other business combination, acquisition of assets or stock similar transaction or (y) meet rating agency and other than in the ordinary course of businesscapital funding requirements; (v) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving if the Company or any is pursuing a primary underwritten offering of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed Company Common Stock pursuant to a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month periodregistration statement; provided that the Qualified Holders Investor shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c); or (vi) if any other material development would materially and adversely interfere with any such Demand Registration or Shelf Registration (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Initiating Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and as the Company will pay all Registration Expenses in connection with such registration; and provided further, regardless that in no event shall the Company declare a Suspension Period more than twice in any twelve (12) month period or for more than an aggregate of whether such registration is effectedninety (90) days in any twelve (12) month period. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”)Period. If the filing of any Demand Registration or Shelf Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders Initiating Holder may request a new Demand Registration or a new Underwritten Shelf Takedown Registration (and neither such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either subclause (1) in the proviso of Section 2(a)(iv) or Section 2(b)(i2(b)(iii)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding Each Holder, upon receipt of any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of notice that states (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt a) that such notice is a notice by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, pursuant to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and or (ii) of this Section 5 and (b) the obligations of Holders in respect thereof pursuant to this Agreement (which notice shall not contain any other information except as required by law) (a "Suspension Notice") from the Company requiring such Holder to suspend the disposition of the Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, shall forthwith discontinue such disposition of the Registrable Securities pursuant to the Registration Statement (i) for any period (limited in duration as specified below) determined by the Company if the Company would, in the opinion of the Company’s 's counsel, be required to disclose in such Registration Statement or any Prospectus information contemplated thereby not otherwise then required to be publicly disclosed, and in the reasonable judgment of the Board of Directors determines in good faithof the Company, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by such disclosure might adversely affect the Company or any of its subsidiaries to engage material business transaction or negotiation in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving which the Company is then engaged, or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period in the event of sixty any happening of the kind described in Section 4(f)(ii), (60iii), (iv) days and any or (v), until such delays Holder's receipt of the copies of the supplemented or extensions shall not amended Prospectus contemplated by Section 4(f)(i) or until such Holder is advised in aggregate exceed ninety (90) days in any twelve (12) month period; provided writing by the Company that the Qualified Holders shall have Piggyback Registration rights with respect to use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such primary underwritten Public Offering in accordance with and subject Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the restrictions set forth Company (at the Company's expense) all copies, other than permanent file copies then in Section 2(c) (any such periodHolder's possession, a “Suspension Period”)of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that (x) in such eventno event shall any single period during which the disposition of Registrable Securities is suspended under this Section 5 (the "Suspension Period") exceed 20 days (in the case of any Suspension Period pursuant to clause (ii) above) or 45 days (in the case of any Suspension Period pursuant to clause (i) above), (y) in no event shall the aggregate length of all Suspension Periods during any period of twelve consecutive months exceed 90 days and (z) there shall be at least two Trading Days between any two consecutive Suspension Periods. In the event that the Company shall give any Suspension Notice, (x) in the case of a Suspension Notice given pursuant to clause (i) above, the Qualified Holders will be entitled Company shall use its reasonable best efforts and take such actions as are reasonably necessary to withdraw any request for end the Suspension Period as promptly as practicable and (y) immediately following expiration of the Suspension Period, the Company shall, to the extent necessary, prepare and file with the Commission and furnish a Demand Registration andsupplement or amendment to such Prospectus so that, if as thereafter deliverable to the purchasers of such request is withdrawnRegistrable Securities, such Demand Registration Prospectus will not count as contain any untrue statement of a Demand Registration and material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary, the Company will pay all Registration Expenses shall cause its transfer agent to deliver unlegended shares of New Common Stock to a transferee of a Holder in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders any sale of Registrable Securities registered under or pursuant to any Shelf the Registration Statement with respect to its declaration which a Holder has entered into a contract for sale (constituting a "sale" of such Registrable Securities for purposes of the Securities Act) prior to the Holder's receipt of the notice of a Suspension Period with respect to a Shelf Registration Statement and of for which the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall Initial Holder has not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statementyet settled.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the reasonable preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (determines in good faith, after consultation with the advice of competent its external legal counsel expert in such matters, that: (i) that any such registration or offering would require the Companydisclosure, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be materially affect the Company in the Company’s best interestsan adverse manner; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors such registration or legal counsel, that the offer or sale of Registrable Securities offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Company, any direct or indirect parent of the Company or any of its the Company’s subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material plan or proposal of a significant financing, acquisition, disposition, merger, consolidationcorporate reorganization, tender offersecurities offering, recapitalization, reorganization segment reclassification or discontinuation of operations or other material transaction or any negotiations or discussions with respect thereto involving the Company, any direct or indirect parent of the Company or any of its the Company’s subsidiaries; (iii) such registration or offering would render the Company unable to comply with requirements under the Securities Act or the Exchange Act; or (iv) the Company has a bona fide business purpose for deferring or suspending such registration or offering; provided that, the period of any delay or suspension under exceptions (i), (ii), (iii) and (iiiv) shall not exceed a period of sixty seventy-five (6075) days and any such delays or extensions shall not in aggregate exceed ninety one hundred-five (90105) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) period (any such period, a “Suspension Period”, and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, the a Qualified Holders Holder will be entitled to withdraw any request for a Demand Registration or an Underwritten Shelf Takedown and, if such request is withdrawn, such Demand Registration or Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the a Qualified Holders Holder may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company), which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company shall have may direct the right but not the obligation to defer the filing of (but not the preparation ofHolders, in accordance with Section 5(b), or to suspend sales of the use by the Holders of, any Demand Registrable Shares pursuant to a Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if Statement for such times as the Company reasonably believes may determine is necessary and advisable (with the advice of competent counsel expert but in such mattersno event, (A) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in case of clause (i) shall continue to apply only during below, for more than 45 consecutive days (or 60 consecutive days in the time case of the IPO Registration Statement) and (B) in which such material nonpublic information has not been disclosed and remains material; and the case of clauses (i), (ii) if and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Company’s Board Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of Directors determines in good faithclause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, after consultation with its external advisors or legal counsel, provided that the offer or Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), so long as in each of the following cases (1) the Prior Holders and (2) the Holders under both the FBR Mandatory Shelf Registration Statement and Holders Mandatory Shelf Registration Statement are given a substantially similar notice and are required to suspend sales for the same period, if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities Shares pursuant to the Registration Statement would reasonably be expected to have a material adverse effect on any proposal or plan by such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material securities, acquisition, merger, consolidation, tender offer, recapitalizationbusiness combination, reorganization corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of its subsidiariesthe Securities Act; provided (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the period of aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such primary underwritten Public Offering in accordance with and subject to information. Upon the restrictions set forth in Section 2(c) (occurrence of any such period, a “Suspension Period”); provided, however, that in such eventsuspension, the Qualified Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's best interests, as applicable, so as to permit the Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count resume sales of the Registrable Shares as a Demand Registration and soon as possible. (b) In the case of an event that causes the Company will pay all to suspend the use of a Registration Expenses in connection with such registrationStatement (a "Suspension Event"), regardless of whether such registration is effected. The the Company shall give written notice (a "Suspension Notice") to FBR and the Holders to suspend sales of the Registrable Securities registered under Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or pursuant its effect is continuing and the Company is using its best efforts and taking all reasonable steps to any Shelf terminate suspension of the use of the Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”)as promptly as possible. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A No Holder shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder's possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to FBR in the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect subject to any Registration Statement pursuant to this Suspension Events or as contemplated by Section 2(e4(f)(iv), the Company agrees that it shall (i) extend the Required Effective Period which such each Registration Statement shall be maintained effective pursuant to this Agreement by until the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall Registrable Shares are not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration for a period of up to forty-five (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request45) days (i) if an event occurs as a result of which the Registration Statement and any related Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement any related Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder; (ii) if the Company reasonably is subject to any of its customary suspension or blackout periods, for all or part of such period; (iii) upon issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement with respect to Registrable Securities or the initiation of Proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act; (iv) if the Company believes (with the advice of competent counsel expert in such matters) that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan or (y) would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the this exception in clause (iy) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (iiv) if the Company’s Board Company elects at such time to offer Company Common Stock or other equity securities of Directors determines in good faiththe Company to (x) fund a merger, after consultation with its external advisors or legal counsel, that the third-party tender offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material other business combination, acquisition of assets or stock similar transaction or (y) meet rating agency and other than in the ordinary course of businesscapital funding requirements; (vi) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving if the Company or any is pursuing a primary underwritten offering of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed Company Common Stock pursuant to a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month periodregistration statement; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c); or (vii) if any other material development would materially and adversely interfere with any such Demand Registration or Shelf Registration (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Initiating Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and as the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected; and provided further, that in no event shall the Company declare a Suspension Period more than once in any twelve (12) month period or for more than an aggregate of forty five (45) days in any twelve (12) month period. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”)Period. If the filing of any Demand Registration or Shelf Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders Initiating Holder may request a new Demand Registration or a new Underwritten Shelf Takedown Registration (and neither such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either subclause (1) of Section 2(a)(iv) or Section 2(b)(i2(b)(iii)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior Statement for a period of up to or after receipt by the Company of a Shelf Takedown Request or Demand Request) 45 days (i) if an event occurs as a result of which the Registration Statement and any related Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement any related Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder; (ii) upon issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement with respect to Registrable Securities or the initiation of Proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iii) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan or (y) would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the this exception in clause (iy) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (iiiv) if the Company’s Board Company elects at such time to offer Company Common Stock or other equity securities of Directors determines in good faiththe Company to (x) fund a merger, after consultation with its external advisors or legal counsel, that the third-party tender offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material other business combination, acquisition of assets or stock similar transaction or (y) meet rating agency and other than in the ordinary course of businesscapital funding requirements; (v) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving if the Company or any is pursuing a primary underwritten offering of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed Company Common Stock pursuant to a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month periodregistration statement; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c2(b); or (vi) if any other material development would materially and adversely interfere with the filing or use of any such Registration Statement (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders Initiating Holder or the Shelf Public Offering Requesting Holder, as applicable, will be entitled to withdraw any request for a Demand Registration or any Underwritten Shelf Takedown and, if such request is withdrawn, such Demand Registration or any Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown, and the Company will pay all Registration Expenses in connection with such registration; and provided further, regardless that in no event shall the Company declare a Suspension Period more than once in any 12-month period or for more than an aggregate of whether such registration is effected45 days in any 12-month period. The Company shall give prompt written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”)Period. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders Initiating Holder may request a new Demand Registration or and the Shelf Public Offering Requesting Holders may request a new Underwritten Shelf Takedown (and such request shall not be counted Takedown, as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders case may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statementbe.

Suspension Period. Notwithstanding any other provision of this Section 2, . the Company shall have the right right, but not the obligation obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration Statement for a period of up to sixty (whether prior 60) days (unless a longer period is consented to or after receipt by the Company Holders of a Shelf Takedown Request or Demand RequestMajority of Included Registrable Securities) (i) if the Company reasonably is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iii) if the Company believes (with the advice of competent counsel expert in such matters) good faith that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Company or (y) would require the CompanyCompany (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the this exception in clause (iy) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (iiiv) if the Company’s Board Company elects at such time to offer Company Common Stock or other equity securities of Directors determines in good faiththe Company to (x) fund a merger, after consultation with its external advisors or legal counsel, that the third-party tender offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material other business combination, acquisition of assets or stock similar transaction or (y) meet rating agency and other than in the ordinary course of businesscapital funding requirements or (v) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving if the Company or any is pursuing a primary underwritten offering of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed Company Common Stock pursuant to a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month periodregistration statement; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 2(b) and the Company will pay all Registration Expenses in connection with such registration; and provided, regardless of whether such registration is effectedfurther, that in no event shall the Company declare a Suspension Period more than once in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period and (a “Suspension Notice”)ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holders to offer and sell their Registrable Securities in accordance with applicable law. If the filing of any Demand Registration or Shelf Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementRegistration.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right right, but not the obligation obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration Statement for a period of up to sixty (whether prior 60) days (unless a longer period is consented to or after receipt by the Company Holders) (i) upon issuance by the Commission of a Shelf Takedown Request stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or Demand Requestthe initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iii) if the Company reasonably believes (with the advice of competent counsel expert in such matters) good faith that any such registration or offering would require the CompanyCompany (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the this exception in clause (iii) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (iiiii) if the Company’s Board Company elects at such time to offer Company Common Stock or other equity securities of Directors determines in good faiththe Company to (x) fund a merger, after consultation with its external advisors or legal counsel, that the third-party tender offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material other business combination, acquisition of assets or stock similar transaction or (y) meet rating agency and other than in the ordinary course of businesscapital funding requirements; or (iv) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving if the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed is pursuing a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject offering of Company Common Stock pursuant to the restrictions set forth in Section 2(c) a registration statement (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and no event shall the Company will pay all Registration Expenses declare a Suspension Period more than three times in connection with such registration, regardless of whether such registration is effectedany twelve (12) month period. The Company shall (i) give prompt written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies promptly resume the process of any supplemented filing or amended prospectus requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond permit the date that there are no longer Holders to offer and sell its Registrable Securities covered by such Registration Statementin accordance with applicable law.

Suspension Period. Notwithstanding any other provision of this Section 27, the Company Corporation shall have the right right, but not the obligation obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Registration Statement for a period of up to ninety (90) days (provided that, in the case of a Demand Registration or Shelf Registration (whether prior Statement, a longer period may be consented to or after receipt by the Company of a Shelf Takedown Request or Demand Request) Majority) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act, or (ii) (x) if the Company reasonably believes (with the advice of competent counsel expert Board determines, in such matters) its good faith judgment, that any such registration or offering should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of the Corporation or (y) if the Corporation determines in good faith that it would require the CompanyCorporation (after consultation with external legal counsel), under applicable securities laws and other applicable laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes Corporation determines in good faith that such disclosures at that time would not be in the CompanyCorporation’s best interests; provided provided, that the exception set forth in the preceding clause (ii)(y) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Demanding Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration under Section 7(a) and the Company Corporation will pay all Registration Expenses in connection with such registration; provided, regardless further, that in no event shall (A) the Corporation declare a Suspension Period more than two (2) times in any 365-day period or (B) the aggregate length of whether such registration is effectedSuspension Periods declared in any 365-day period exceed one hundred twenty (120) days in total. The Company Corporation shall (i) give prompt written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration or termination of the relevant Suspension Period and (a “Suspension Notice”)ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holders to offer and sell their respective Registrable Securities in accordance with applicable law. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e7(d), once the Suspension Period ends, the Qualified Demanding Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementRegistration.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 2, 5 and a good faith determination by the Company shall have that it is in the right but not best interest of the obligation Company to defer the filing of (but not the preparation of), or suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders ofpursuant to the Mandatory Registration Statement would have a material adverse effect on the Company’s offering, any Demand Registration or Shelf Registration (whether prior to or after receipt by ii) there is material non-public information regarding the Company of a Shelf Takedown Request or Demand Requestwhich (A) (i) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, determines not to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided interest to disclose, (B) would, in the good faith determination of the Company, require any revisions to the Registration Statement so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the exception statements therein, in clause (i) shall continue to apply only during light of the time in circumstances under which such material nonpublic information has they were made, not been disclosed and remains material; misleading, and (iiC) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by which the Company is not otherwise required to disclose, (iii) there is a significant bone fide business opportunity (including, but not limited to, the acquisition or any of its subsidiaries to engage in any material acquisition disposition of assets or stock (other than in the ordinary course of business) or ), including any material significant merger, consolidation, tender offer, recapitalization, reorganization offer or other transaction involving similar transaction) available to the Company which the Company determines not to be in the Company’s best interest to disclose, or any of its subsidiaries; provided that, (iv) the period of any delay Company is required to file a post-effective amendment to a Registration Statement to incorporate the Company’s quarterly or suspension under exceptions (i) annual reports or audited financial statements on Forms 10-Q and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, a “Suspension Period”)10-K; provided, however, that in such eventno suspension period permitted pursuant to this clause (iv) shall continue for more than 5 consecutive Business Days. (b) Upon the earlier to occur of (A) the Company delivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Qualified Holders will be entitled Company shall use its commercially reasonable efforts to withdraw any request for promptly amend or supplement the Mandatory Registration Statement on a Demand Registration andpost-effective basis, if necessary, or to take such request action as is withdrawnnecessary to make resumed use of the Mandatory Registration Statement compatible with the Company’s best interest, such Demand Registration will not count as a Demand Registration and applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes the Company will pay all to suspend the use of a Registration Expenses in connection with such registrationStatement (a “Suspension Event”), regardless of whether such registration is effected. The the Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If ) to the filing Holders to suspend sales of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e)the Registrable Shares, once and such notice shall state that such suspension shall continue only for so long as the Suspension Period ends, Event or its effect is continuing and the Qualified Holders may request a new Demand Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration or a new Underwritten Shelf Takedown (and such request shall not be counted Statement as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i))promptly as possible. The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder Holders shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the reasonable expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to in the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (d) Notwithstanding any provision herein to the contrary, if the Company gives shall give a Suspension Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement pursuant to this Section 2(e)Statement, the Company agrees that it shall (i) extend the Required Effective Period period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice; Notice and (ii) provide copies of any the supplemented or amended prospectus Prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there Shares or Additional Shares are no longer not Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes Company’s Board of Directors determines in good faith (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Companydisclosure, under applicable securities laws and and/or other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be materially affect the Company in the Company’s best interestsan adverse manner; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) period (any such period, a “Suspension Period”, and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration or an Underwritten Shelf Takedown and, if such request is withdrawn, such Demand Registration or Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e2(d), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company), which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e2(d), the Company agrees that it shall (i) extend the Required Effective Period period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 25, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company shall have may direct the right but not the obligation to defer the filing of (but not the preparation ofHolders, in accordance with Section 5(b), or to suspend sales of the use by the Holders of, any Demand Registrable Shares pursuant to a Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if Statement for such times as the Company reasonably believes may determine is necessary and advisable (with the advice but in no event for more than an aggregate of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any consecutive twelve (1212)-month period commencing on the Closing Date or more than sixty (60) month days in any consecutive ninety (90)-day period; , except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Registration Statement effective, provided that the Qualified Holders Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s initial public offering; (ii) the majority of the members of the Board of Directors of the Company shall have Piggyback determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration rights Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such primary underwritten Public Offering in accordance with and subject to information. Upon the restrictions set forth in Section 2(c) (occurrence of any such periodsuspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension PeriodEvent”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If ) to FBR and the filing Holders to suspend sales of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Period ends, Event or its effect is continuing and the Qualified Holders may request a new Demand Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration or a new Underwritten Shelf Takedown (and such request shall not be counted Statement as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i))promptly as possible. The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A No Holder shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to FBR in the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect subject to any Registration Statement pursuant to this Suspension Events or as contemplated by Section 2(e4(f)(iv), the Company agrees that it shall (i) extend the Required Effective Period which such each Registration Statement shall be maintained effective pursuant to this Agreement by until the number of days during the period from the date of receipt by the Holders of the Suspension Notice to Shares and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall Additional Shares are not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior Statement for a period of up to or after receipt by the Company of a Shelf Takedown Request or Demand Request) 45 days (i) if an event occurs as a result of which the Registration Statement and any related Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement any related Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder; (ii) upon issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement with respect to Registrable Securities or the initiation of Proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (iii) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan or (y) would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the this exception in clause (iy) shall continue to apply only during the time in which that such material nonpublic information has not been disclosed and remains material; and (iiiv) if the Company’s Board Company elects at such time to offer Company Common Stock or other equity securities of Directors determines in good faiththe Company to (x) fund a merger, after consultation with its external advisors or legal counsel, that the third-party tender offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material other business combination, acquisition of assets or stock similar transaction or (y) meet rating agency and other than in the ordinary course of businesscapital funding requirements; (v) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving if the Company or any is pursuing a primary underwritten offering of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed Company Common Stock pursuant to a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month periodregistration statement; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering offering in accordance with and subject to the restrictions set forth in Section 2(c2(b); or (vi) if any other material development would materially and adversely interfere with any such Demand Registration (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders Corsair LP will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and as the Company will pay all Registration Expenses in connection with such registration; and provided further, regardless that in no event shall the Company declare a Suspension Period more than once in any 12-month period or for more than an aggregate of whether such registration is effected45 days in any 12-month period. The Company shall give prompt written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”)Period. If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e2(d), once the Suspension Period ends, the Qualified Holders Corsair LP may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration StatementRegistration.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company Company’s Board of Directors reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company Company’s Board of Directors reasonably believes in good faith that such disclosures at that time would not be in the Company’s best interestsinterests (a “Suspension Period”); provided provided, however, that the exception in clause (i) Suspension Period shall continue to apply only during the time in which (i) such material nonpublic information has not been disclosed and remains material; material and (ii) if the Company’s Board of Directors determines in good faith, after consultation reasonably believes (with the advice of its external advisors or and legal counsel, ) that the offer any such registration or sale of Registrable Securities offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, amalgamation, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided thatprovided, further, that the period of any delay or suspension under exceptions (i) and (ii) Company shall not exceed a period of sixty be entitled to more than two (602) days and Suspension Periods during any such delays or extensions shall not in aggregate exceed ninety (90) days in any consecutive twelve (12) month period; provided that , no such Suspension Period shall exceed sixty (60) consecutive days and the Qualified Holders aggregate of the Suspension Periods during any consecutive twelve (12) month period shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(cnot exceed ninety (90) (any such period, a “Suspension Period”)days; provided, howeverfurther, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv2(a)(iii) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement subject to the Suspension Notice following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension EventPeriod. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period period for which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement. If the Company shall give any Suspension Notice pursuant to this paragraph, the Company shall not, during the period after giving any Suspension Notice but prior to giving an End of Suspension Notice, register any New Common Shares for either its own account or for the account of any other Holder.

Suspension Period. (i) Notwithstanding any other provision anything herein to the contrary, subject to the provisions of this Section 2, 2(e) and a good faith determination by the Company shall have that it is in the right but not best interests of the obligation Company to defer the filing of (but not the preparation of), or suspend the use of any registration statement, following the effectiveness of such registration statement (and the filings with any federal or state securities commissions), the Company, by written notice to the Holders ofInvestor, any Demand Registration or Shelf Registration (whether prior may direct the Investor to or after receipt by suspend sales of the Registrable Securities pursuant to such registration statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of a Shelf Takedown Request or Demand Request) the following events shall occur: (i) if there is material non-public information regarding the Company reasonably believes that (with the advice of competent counsel expert in such mattersA) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would determines not to be in the Company’s best interests; provided interest to disclose, (B) would, in the good faith determination of the Company, require any revisions to the Registration Statement so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the exception statements therein, in clause light of the circumstances under which they were made, not misleading, and (iC) shall continue the Company is not otherwise required to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and disclose, (ii) if there is a significant bone fide business opportunity (including the Company’s Board of Directors determines in good faith, after consultation with its external advisors acquisition or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition disposition of assets or stock (other than in the ordinary course of business) or ), including any material significant merger, consolidation, tender offer, recapitalization, reorganization offer or other transaction involving similar transaction) available to the Company which the Company determines not to be in the Company’s best interest to disclose, or any of its subsidiaries(iii) the Company is required to file a post-effective amendment to a Registration Statement to incorporate the Company’s quarterly or annual reports or audited financial statements on Forms 10-Q and 10-K; provided that, that no suspension period permitted pursuant to this clause (iii) shall continue for more than 5 consecutive business days. (ii) Upon the period earlier to occur of any delay or suspension under exceptions (iA) the Company delivering to the Investor an End of Suspension Notice (as defined below) and (iiB) shall not exceed a period the end of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such maximum permissible suspension period, the Company shall promptly amend or supplement the registration statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the registration statement compatible with the Company’s best interests, as applicable, so as to permit the Investors to resume sales of the Registrable Securities as soon as possible. (iii) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension PeriodEvent”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If ) to the filing Investor to suspend sales of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e)the Registrable Securities, once and such notice shall state that such suspension shall continue only for so long as the Suspension Period ends, Event or its effect is continuing and the Qualified Holders may request a new Demand Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration or a new Underwritten Shelf Takedown (and such request shall not be counted Statement as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i))promptly as possible. The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder Investor shall not effect any sales of the Registrable Securities pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders If so directed by the Company, the Investor will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Investor’s possession of the prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Investor may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement the registration statement (or such filings) following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to Investor in the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to Event and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statementits effect.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 2, 5 and a good faith determination by the Company shall have that it is in the right but not best interests of the obligation Company to defer the filing of (but not the preparation of), or suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Holders, may direct the Holders of, any Demand to suspend sales of the Registrable Shares pursuant to such Mandatory Registration or Shelf Registration (whether prior to or after receipt by Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of a Shelf Takedown Request or Demand Request) the following events shall occur: (i) if there is material non-public information regarding the Company reasonably believes which (with the advice of competent counsel expert in such mattersA) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would determines not to be in the Company’s 's best interests; provided interest to disclose, (B) would, in the good faith determination of the Company, require any revisions to the Registration Statement so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the exception statements therein, in clause light of the circumstances under which they were made, not misleading, and (iC) shall continue which the Company is not otherwise required to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and disclose, (ii) if there is a significant bone fide business opportunity (including, but not limited to, the Company’s Board of Directors determines in good faith, after consultation with its external advisors acquisition or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition disposition of assets or stock (other than in the ordinary course of business) or ), including any material significant merger, consolidation, tender offer, recapitalization, reorganization offer or other transaction involving similar transaction) available to the Company which the Company determines not to be in the Company's best interest to disclose, or any of its subsidiaries; provided that, (iii) the period of any delay Company is required to file a post-effective amendment to a Registration Statement to incorporate the Company’s quarterly or suspension under exceptions (i) annual reports or audited financial statements on Forms 10-Q and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period10-K; provided that no suspension period permitted pursuant to this clause (iii) shall continue for more than 5 consecutive business days. (b) Upon the Qualified Holders shall have Piggyback Registration rights with respect earlier to such primary underwritten Public Offering in accordance with and subject occur of (A) the Company delivering to the restrictions set forth in Section 2(cHolders an End of Suspension Notice, as hereinafter defined, or (B) (any such the end of the maximum permissible suspension period, the Company shall use its commercially reasonable efforts to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension PeriodEvent”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If ) to the filing Holders to suspend sales of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e)the Registrable Shares, once and such notice shall state that such suspension shall continue only for so long as the Suspension Period ends, Event or its effect is continuing and the Qualified Holders may request a new Demand Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration or a new Underwritten Shelf Takedown (and such request shall not be counted Statement as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i))promptly as possible. The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder Holders shall not effect any sales of the Registrable Securities Shares pursuant to a such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to a the Registration Statement (or such filings) following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to in the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Event and its effect. (d) Notwithstanding any provision herein to the contrary, if the Company gives shall give a Suspension Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement pursuant to this Section 2(e)Statement, the Company agrees that it shall (i) extend the Required Effective Period period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders giving of the Suspension Notice to and including the date of receipt by the when Holders of shall have received the End of Suspension Notice; Notice and (ii) provide copies of any the supplemented or amended prospectus Prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there Shares or Additional Shares are no longer not Registrable Securities covered by such Registration StatementShares.

Suspension Period. Notwithstanding Upon the occurrence of any event contemplated by clauses (B) through (F) of Section 2(b)(vii) of this Agreement, the Company shall, as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare, as may be required, a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other provision required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of this a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (B) through (F) of Section 22(b)(vii) to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, or the Company otherwise notifies the Holders of its election to suspend the availability of a Registration Statement and Prospectus pursuant to clause (F) of Section 2(b)(vii), then the Holders shall `suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable, except that in the case of suspension of the availability of a Registration Statement and Prospectus pursuant to clause (F) of Section 2(b)(vii), the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if the Company reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at take such action until such time as it shall determine that time the continued availability of the Registration Statement and the Company believes in good faith that such disclosures at that time would Prospectus is no longer not be in the Company’s best interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if interests of the Company’s Board . The Company shall be entitled to exercise its right under this Section 2(c) to suspend the availability of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) Registration Statement and (ii) shall not exceed Prospectus for a period of sixty (60) days and any such delays or extensions shall not in aggregate to exceed ninety (90) days (which need not be consecutive days) in any twelve (12) month period; provided that period (the Qualified Holders shall have Piggyback Registration rights with respect to such primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, a “Suspension Period”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision (a) Subject to the provisions of this Section 24, following the effectiveness of the Mandatory Shelf Registration Statement (and the filings with any international, federal or state securities commissions), the Company shall have may direct the right but not the obligation to defer the filing of (but not the preparation ofHolders, in accordance with Section 4(b), or to suspend sales of the use by Registrable Shares pursuant to the Holders of, any Demand Registration or Mandatory Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) (i) if Statement for such times as the Company reasonably believes may determine is necessary and advisable (with the advice but in no event for more than an aggregate of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any consecutive twelve (1212)-month period commencing on the date the Lock-Up Agreement is terminated with respect to all of the Holders or more than sixty (60) month days in any consecutive ninety (90)-day period; , except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Mandatory Shelf Registration Statement effective), provided that the Qualified Holders Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Mandatory Shelf Registration Statement would have a material adverse effect on a public offering by the Company; (ii) an officer of the Company shall have Piggyback determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Mandatory Shelf Registration rights Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Mandatory Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Mandatory Shelf Registration Statement on a post-effective basis, as applicable; or (iii) an officer of the Company shall have determined in good faith, upon the advice of counsel, that the Company is required by law, rule or regulation to supplement the Mandatory Shelf Registration Statement or file a post-effective amendment to the Mandatory Shelf Registration Statement in order to incorporate information into the Mandatory Shelf Registration Statement for the purpose of (1) including in the Mandatory Shelf Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Mandatory Shelf Registration Statement any facts or events arising after the effective date of the Mandatory Shelf Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a material change in the information set forth therein; or (3) including in the prospectus included in the Mandatory Shelf Registration Statement any material information with respect to the plan of distribution not disclosed in the Mandatory Shelf Registration Statement or any material change to such primary underwritten Public Offering in accordance with and subject to information. Upon the restrictions set forth in Section 2(c) (occurrence of any such periodsuspension, the Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to become effective or to promptly amend or supplement the Mandatory Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Mandatory Shelf Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of the Mandatory Shelf Registration Statement (a “Suspension PeriodEvent”); provided, however, that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If ) to the filing Holders to suspend sales of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Period ends, Event or its effect is continuing and the Qualified Holders may request a new Demand Company is using commercially reasonable efforts to terminate suspension of the use of the Mandatory Shelf Registration or a new Underwritten Shelf Takedown (and such request shall not be counted Statement as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iv) or Section 2(b)(i))promptly as possible. The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A No Holder shall not effect any sales of the Registrable Securities Shares pursuant to a the Mandatory Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities Shares pursuant to a the Mandatory Shelf Registration Statement (or such filings) following further written notice from the Company to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to in the Holders, if any, manner described above promptly (but in no event later than two Business Days) following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to Event and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statementits effect.