Common use of Blackout Period Clause in Contracts

Blackout Period. (a) The obligations of the Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities.

Blackout Period. Parent shall be entitled to (ax) The obligations defer any registration of Registrable Securities and shall have the Company right not to take file and not to cause the actions contemplated effectiveness of any registration covering any Registrable Securities, (y) suspend the use of any prospectus and registration statement covering any Registrable Securities and (z) require the Investor of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement, (i) upon the receipt of comments from the SEC on any document incorporated by Section 2.01reference in the Registration Statement, Section 2.02 if the effect of such comments were to indicate that such document was materially misleading, until it has received copies of a corrective supplemented or amended prospectus (it being understood that Parent hereby covenants to prepare and Section 2.04 hereof will be suspended file such supplement or amendment as soon as practicable after the time of such notice) or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company Parent from complying with applicable Law, (B) require the Company Parent to disclose a bona fide and material financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board chief executive officer of Parent has determined, in the good faith exercise of its his reasonable business judgment, that such disclosure is not in the best interests interest of the CompanyParent, or (C) upon advice of counsel, otherwise require premature disclosure of information the disclosure of which, the Board chief executive officer of Parent has determined, in the good faith exercise of its his reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the CompanyParent; provided, however, that any and all such suspensions pursuant to this Section 2.06 will occur on no more than one occasion during every 180-day period and any and all such suspensions will not exceed 45 consecutive days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company Parent will promptly give the Investors written notice of any such suspension containing the approximate length of the anticipated delay, and the Company Parent will notify the Investors Investors’ Representative upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality)Period. Upon receipt of any notice from the Company Parent of any Deferral Period, an Investor each of the Investors shall promptly forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor Investors’ Representative receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company Parent that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the CompanyXxxxxx, the Investor Investors will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwritersto, to destroy or deliver to the Company Parent all copies, other than permanent file copies, then in the Investor’s Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities. If Parent so postpones its obligations, the requesting Investor shall be entitled to withdraw such request in writing and, if such request is so withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2.01. Parent shall pay all expenses incurred in connection with any such aborted registration or prospectus and such expenses shall be disregarded for purposes of calculating the Cap.

Blackout Period. (a) The obligations of the Company to take the actions contemplated by Section 2.013.01, Section 2.02 3.02 and Section 2.04 3.04 hereof will be suspended (i) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board chief executive officer of the Company has determined, in the good faith exercise of its his reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the disclosure of which, the Board chief executive officer of the Company has determined, in the good faith exercise of its his reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 3.06 will not exceed 45 90 consecutive days or a total of 90 120 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors Investors’ Representative written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality)Period. Upon receipt of any notice from the Company of any Deferral Period, an Investor each of the Investors shall promptly forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor Investors’ Representative receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor Investors will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwritersto, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities.

Blackout Period. (a) The obligations Notwithstanding anything to the contrary contained in this Agreement, the Company may delay the filing or effectiveness of a Registration Statement or require the Holder to suspend the use of the Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended prospectus for sale of Registrable Securities under an effective Registration Statement if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying Board reasonably determines in good faith that the registration and distribution of Registrable Securities would materially interfere with applicable Lawthe Company’s ability to effect a pending material financing, (B) require the Company to disclose a financingmerger, acquisition, disposition consolidation, recapitalization, corporate reorganization or any other transaction or material corporate development (other than involving the contemplated offering), and the Board has determined, in the good faith exercise Company or any of its reasonable business judgment, Subsidiaries or would require premature disclosure thereof or of other material non-public information that such disclosure is not in the best interests of would be detrimental to the Company, (C) otherwise require premature disclosure of information including a primary offering by the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests Company or a secondary offering with respect to SAP Securities contemplated to occur within 45 days of the Company, or (D) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions receipt of a Request pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days 3.1 (in which case such Holder shall have the aggregate in any 12-month period rights afforded to it (any period during which such obligations are suspended, if any) under Section 3.2) (a “Deferral Blackout Period”). The Company will shall (a) promptly give the Investors SAP or Silver Lake, as applicable, written notice of any such suspension containing determination, (b) if requested by SAP or Silver Lake, as applicable, and to the approximate length extent such action would not violate applicable law, promptly deliver to SAP or Silver Lake, as applicable, a general statement of the reasons for such postponement or restriction on use and to the extent practicable an approximation of the anticipated delay, and (c) promptly give SAP or Silver Lake, as applicable, written notice at the conclusion of such Blackout Period. Notwithstanding the foregoing, (i) the Company will notify the Investors upon the termination of not invoke more than two Blackout Periods in any Deferral 12 month period and any Blackout Period (which notices shall not contain material non-public information and which notices shall not be subject in excess of 45 days and (ii) in the event that a Holder exercises a demand right pursuant to any duty Section 3.1 and the related offering is expected to, or may, occur during a quarterly earnings blackout period of confidentiality). Upon receipt of any notice from the Company (such blackout periods determined in accordance with such policy as the Company shall generally maintain and communicate to Holders from time to time), the Company and such Holder shall act reasonably and work cooperatively in view of any Deferral Periodsuch quarterly earnings blackout period. For the avoidance of doubt, (i) the Parties agree that an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing election by the Company that a registration statement for the use registration and distribution of Registrable Securities shall not be usable, or shall be delayed, during a Blackout Period shall not act to reduce the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver period during which such registration statement shall remain effective pursuant to the terms of this ARTICLE III and (ii) any Blackout Period shall apply equally to each Holder and the Company all copies, shall not impose a Blackout Period with respect to any one Holder without imposing the same such Blackout Period to any other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesHolders.

Blackout Period. (aNotwithstanding Section 2(a) The obligations above, if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company (each, a “Blackout Notice”) stating that there is a reasonable likelihood that such disclosure, such registration statement or related prospectus to take be filed, amended or supplemented, or any other action to be taken in connection with the actions contemplated by Section 2.01prospectus, Section 2.02 would materially and Section 2.04 hereof will be suspended if compliance adversely affect or interfere with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a any financing, acquisition, merger, disposition of assets (outside the ordinary course of business), corporate reorganization or other similar transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of involving the Company, (C) otherwise require premature disclosure of information the disclosure of which, Company shall be entitled to suspend the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests use of the Companyregistration statement or delay the delivery or filing, but not the preparation, of any amendment or supplement to the registration statement or otherwise delay the completion of any sale of Registrable Shares pursuant to the registration statement for a reasonable period of time, but not to exceed thirty (D30) otherwise represent an undue hardship for days (the Company“Blackout Period”) within the ninety (90) day period beginning on the first day of a Blackout Period; provided, however, that any and all such suspensions pursuant to this Section 2.06 will the Company shall not exceed 45 consecutive days or deliver a total of 90 days in the aggregate Blackout Notice more than twice in any 12365-month period (day period; and provided, further, that any period during which such obligations Blackout Period shall only be effective when and for so long as other holders, if any, of registration rights with respect to the Company’s securities are suspended, a “Deferral Period”). The Company will promptly give restricted from exercising their registration rights to the Investors written notice of any such suspension containing same or greater extent as the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality)Holders. Upon receipt of any notice from a Blackout Notice, the Company Holders shall not effect sales of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities Shares pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant registration statement. The Company shall promptly deliver written notice to Rule 144) until the Investor receives copies Holders of the supplemented expiration or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies earlier termination of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesBlackout Period.

Blackout Period. (a) The Company’s obligations of the Company pursuant to take the actions contemplated by Section 2.013.01, Section 2.02 3.02 and Section 2.04 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (2) if compliance with such obligations would (Aa) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (Bb) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering)development, and the Board chief executive officer of the Company has determined, in the good faith exercise of its his reasonable business judgment, that such disclosure is not in the best interests of the Company, (Cc) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain an untrue statement of 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, (d) otherwise require premature disclosure of information the disclosure of which, the Board chief executive officer of the Company has determined, in the good faith exercise of its his reasonable business judgment, is not in the best interests of the Company, or (De) otherwise represent an undue hardship for the Company; provided, however, provided that (i) any and all such suspensions pursuant to this Section 2.06 clause (1) will not exceed 45 consecutive days or a total of 90 120 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any period during which such obligations are suspendedperiod, a “Deferral Period”). The Company will promptly give the Investors Stockholder written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify the Investors Stockholder upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality)Period. Upon receipt of any notice from the Company of any Deferral Period, an Investor Stockholder shall promptly forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor Stockholder receives copies of the supplemented or amended prospectus contemplated hereby or until they are it is advised in writing by the Company that the use of the prospectus may be resumed and have has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor Stockholder will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwritersto, to destroy or deliver to the Company all copies, other than permanent file copies, then in the InvestorStockholder’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities.

Blackout Period. The Company may postpone the filing or effectiveness of any Registration Statement (aor amendment or supplement thereto) The obligations or suspend the use or effectiveness of any Registration Statement (and in each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the board of directors of the Company to take determines in good faith that such registration or the actions contemplated sale by Section 2.01the Purchaser of Registrable Securities under such Registration Statement at such time (i) would adversely affect a pending or proposed significant corporate event, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations or (ii) would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than disclosure of material non-public information the contemplated offering), and the Board has determineddisclosure of which at such time would, in the good faith exercise judgment of its reasonable business judgmentthe board of directors of the Company, that such disclosure is not in be materially adverse to the best interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten days after the abandonment or consummation of any of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (B) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which such information is otherwise publicly disclosed by the Company; or (C) otherwise require premature disclosure of information the disclosure of which, the Board has determinedin any event, in the good faith exercise case of its reasonable business judgmenteither clause (i) or (ii) above, is not in for more than 30 days after the best interests date of the determination of the board of directors of the Company; provided that the Company may not postpone the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an aggregate of 30 days in any 365-day period. In addition to the foregoing, or (D) otherwise represent an undue hardship for the Company shall have the right to suspend the Purchaser’s ability to use a Prospectus in connection with non-underwritten sales off of a Registration Statement during each of its regular quarterly blackout periods applicable to directors and senior officers under the Company; provided, however, that any and all such suspensions pursuant ’s policies in existence from time to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”)time. The Company will promptly give the Investors written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject required to any duty of confidentiality). Upon receipt of any notice from effectuate an underwritten offering (during such a regular quarterly blackout period or otherwise) to the extent the Company of any Deferral Periodreasonably concludes, an Investor shall promptly discontinue disposition of after consultation in good faith with the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by Purchaser, that the Company that the use of the prospectus may be resumed and have received copies of any additional cannot provide adequate, timely disclosure or supplemented filings that are incorporated by reference satisfy other underwriting conditions in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or connection with such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securitiesoffering without undue burden.

Blackout Period. (a) The obligations Notwithstanding anything in this Agreement to the contrary, if the filing of the Company to take Shelf Registration Statement or the actions contemplated by Prospectus as required in Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended if compliance with 2.01(a) or the continued use of such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determinedShelf Registration Statement at any time would, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests judgment of the Company, (C) otherwise require premature disclosure of information the disclosure of whichCompany to make an Adverse Disclosure, the Board has determined, Company shall be entitled to delay the filing of the Shelf Registration Statement or Prospectus or suspend use of the Shelf Registration Statement or Prospectus for a reasonable period of time (in the good faith exercise case of its reasonable business judgment, is not in the best interests any suspension of the Companyuse of the Shelf Registration Statement or Prospectus, or such suspension shall not exceed thirty (D30) otherwise represent an undue hardship for the Companydays in each instance), from time to time, but in no event more than twice during any six (6) month period (a “Blackout Period”); provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly shall give the Investors written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such suspension containing determination, each Participating Holder shall keep the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination fact of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to such notice strictly confidential and, during any duty of confidentiality). Upon receipt Blackout Period, promptly halt any offer, sale, trading or transfer by it of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities Participating Shares pursuant to the Shelf Registration Statement relating thereto (which it is agreed does not include or Prospectus for the duration of the Blackout Period set forth in such notice (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised such Blackout Period shall be earlier terminated in writing by the Company that Company) and promptly halt any use, publication, dissemination or distribution of any Prospectus covering any Participating Shares for the use duration of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, Blackout Period and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or shall deliver to the Company all copies, other than permanent file copies, any copies then in the Investor’s or such Underwriter’s or Underwriters’ its possession of the current prospectus covering any such Registrable SecuritiesProspectus.

Blackout Period. (a) The Company’s obligations of the Company pursuant to take the actions contemplated by Section 2.013.01, Section 2.02 3.02 and Section 2.04 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (2) if compliance with such obligations would (Aa) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (Bb) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering)development, and the Board chief executive officer of the Company has determined, in the good faith exercise of its his reasonable business judgment, that such disclosure is not in the best interests of the Company, (Cc) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain an untrue statement of 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, (d) otherwise require premature disclosure of information the disclosure of which, the Board chief executive officer of the Company has determined, in the good faith exercise of its his reasonable business judgment, is not in the best interests of the Company, or (De) otherwise represent an undue hardship for the Company; provided, however, provided that (i) any and all such suspensions pursuant to this Section 2.06 clause (1) will not exceed 45 consecutive days or a total of 90 120 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), (2)(c), (2)(d) or (2)(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any period during which such obligations are suspendedperiod, a “Deferral Period”). The Company will promptly give the Investors Tengelmann written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify the Investors Tengelmann upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality)Period. Upon receipt of any notice from the Company of any Deferral Period, an Investor Tengelmann shall promptly forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor Tengelmann receives copies of the supplemented or amended prospectus contemplated hereby or until they are it is advised in writing by the Company that the use of the prospectus may be resumed and have has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor Tengelmann will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwritersto, to destroy or deliver to the Company all copies, other than permanent file copies, then in the InvestorTengelmann’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities.

Blackout Period. (a) The obligations of the Company to take the actions contemplated by Section 2.016.01, Section 2.02 6.02 and Section 2.04 6.04 hereof will be suspended (i) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 6.06 will not exceed 45 90 consecutive days or a total of 90 120 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors Investor Representatives written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality)Period. Upon receipt of any notice from the Company of any Deferral Period, an Investor each of the Investors shall promptly forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives Representatives receive copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor Investors will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwritersto, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities.

Blackout Period. (aNotwithstanding Section 2(a) The obligations above, if the --------------- Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company (each, a "Blackout Notice") stating that there --------------- is a reasonable likelihood that such disclosure, such registration statement or related prospectus to take be filed, amended or supplemented, or any other action to be taken in connection with the actions contemplated by Section 2.01prospectus, Section 2.02 would materially and Section 2.04 hereof will be suspended if compliance adversely affect or interfere with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a any financing, acquisition, merger, disposition of assets (outside the ordinary course of business), corporate reorganization or other similar transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of involving the Company, (C) otherwise require premature disclosure of information the disclosure of which, Company shall be entitled to suspend the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests use of the Companyregistration statement or delay the delivery or filing, but not the preparation, of any amendment or supplement to the registration statement or otherwise delay the completion of any sale of Registrable Shares pursuant to the registration statement for a reasonable period of time, but not to exceed thirty (D30) otherwise represent an undue hardship for days (the Company"Blackout -------- Period") within the ninety (90) day period beginning on the first day of a ------ Blackout Period; provided, however, that any and all such suspensions pursuant to this Section 2.06 will the Company shall not exceed 45 consecutive days or deliver a total of 90 days in the aggregate Blackout Notice more than twice in any 12365-month period (day period; and provided, further, that any period during which such obligations Blackout Period shall only be effective when and for so long as other holders, if any, of registration rights with respect to the Company's securities are suspended, a “Deferral Period”). The Company will promptly give restricted from exercising their registration rights to the Investors written notice of any such suspension containing same or greater extent as the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality)Holders. Upon receipt of any notice from a Blackout Notice, the Company Holders shall not effect sales of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities Shares pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant registration statement. The Company shall promptly deliver written notice to Rule 144) until the Investor receives copies Holders of the supplemented expiration or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies earlier termination of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesBlackout Period.

Blackout Period. Notwithstanding anything in Section 3.01, Section 3.02 or Section 3.06 to the contrary, the Company shall be entitled to elect that a registration statement not be usable, or that the filing or effectiveness thereof be delayed beyond the time otherwise required, for a reasonable period of time (a “Blackout Period”), if the Company reasonably determines in good faith that the registration and distribution of Registrable Securities would (a) The obligations of the Company to take the actions contemplated by Section 2.01interfere with any pending material financing, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financingmerger, acquisition, disposition consolidation, recapitalization, corporate reorganization or any other transaction or material corporate development (other than involving the contemplated offering), and the Board has determined, in the good faith exercise Company or any of its reasonable business judgment, that such disclosure is not in the best interests of the Company, Subsidiaries or (Cb) otherwise would require premature disclosure thereof or of other material non-public information that would be detrimental to the disclosure Company and in each case the Company promptly gives the Holders of whichRegistrable Securities written notice of such determination, and if requested by Holders and to the extent such action would not violate applicable law, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give deliver to the Investors written notice Holders a general statement of any the reasons for such suspension containing postponement or restriction on use and to the approximate length extent practicable an approximation of the anticipated delay, and promptly gives the Holders of Registrable Securities written notice at the conclusion of such Blackout Period, provided, however, that the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information invoke more than two (2) Blackout Periods in any twelve (12) month period and which notices such Blackout Periods, in the aggregate, shall not be subject to in excess of one hundred eighty (180) days in any duty twelve (12) month period. For the avoidance of confidentiality). Upon receipt doubt, the Parties agree that in the event of any notice from the Company of any Deferral Blackout Period, an Investor the period during which such registration statement shall promptly discontinue disposition of the Registrable Securities remain effective pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies terms of the supplemented or amended prospectus contemplated hereby or until they are advised in writing this Agreement shall be correspondingly extended by the Company that the use length of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesBlackout Period.

Blackout Period. (a) The obligations of Notwithstanding the foregoing obligations, the Company may, upon written notice to take the actions contemplated by Section 2.01Purchasers, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would which notice shall not contain any information that is or the Company reasonably believes is material non-public information, for a reasonable period of time after effectiveness, not to exceed 30 days (each, a “Blackout Period”), delay the filing of an amendment to a Registration Statement or suspend the effectiveness or use of any Registration Statement, in the event that (A) violate applicable Law or otherwise prevent the Company from complying is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with applicable Lawthe Registration Statement would require at that time disclosure of such activity, transaction, preparations or negotiations and such disclosure could result in material harm to the Company or its business transactions or activities, (B) require the Company does not yet have appropriate financial statements of any acquired or to disclose a financingbe acquired entities necessary for filing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure any other event occurs that makes any statement of information a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the disclosure making of which, the Board has determined, any additions or changes in the good faith exercise of its reasonable business judgment, is Registration Statement in order to make the statements therein not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Companymisleading; provided, however, that any and all Blackout Period shall terminate upon the earlier of (i) the expiration of such suspensions 30-day period or (ii) the completion, resolution or public announcement of the relevant transaction or event. If the Company suspends the effectiveness of a Registration Statement pursuant to this Section 2.06 will 6.1(f), the Company shall (x) as promptly as reasonably practicable following the termination of the circumstance which entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such Registration Statement and give written notice to the Purchasers authorizing the Purchasers to resume offerings and sales pursuant to such Registration Statement, and (y) cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of any Purchaser in accordance with the terms of this Agreement in connection with any sale of Shares and/or Warrant Shares with respect to which a Purchaser has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to the Purchaser’s receipt of the notice of a Blackout Period and for which the Purchaser has not exceed 45 consecutive days yet settled. If as a result thereof the prospectus included in such Registration Statement has been amended or a total supplemented to comply with the requirements of 90 days in the aggregate in any 12-month period (any period during which Securities Act, the Company shall enclose such obligations are suspended, a “Deferral Period”)revised prospectus with the notice to Purchaser given pursuant to this Section 6. The Company will promptly give shall be entitled to exercise its rights under this Section 6.1(f) not more than once in any six (6) month period; provided, however, that the Investors written notice aggregate number of days of all Blackout Periods hereunder shall not exceed 60 days in any twelve (12) month period. After the expiration of any such suspension containing Blackout Period and without further request from the approximate length Purchaser, the Company shall effect the filing (or if required amendment or supplement) of the anticipated delayRegistration Statement, and or the Company will notify filing of other documents, as necessary to allow the Investors upon Purchaser to resell the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesShares and/or Warrant Shares as set forth herein.

Blackout Period. (a) The obligations Notwithstanding anything to the contrary contained in this Agreement, the Company may delay the filing or effectiveness of a Registration Statement or require the Holder to suspend the use of the Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended prospectus for sale of Registrable Securities under an effective Registration Statement if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying Board reasonably determines in good faith that the registration and distribution of Registrable Securities would materially interfere with applicable Lawthe Company’s ability to effect a pending material financing, (B) require the Company to disclose a financingmerger, acquisition, disposition consolidation, recapitalization, corporate reorganization or any other transaction or material corporate development (other than involving the contemplated offering), and the Board has determined, in the good faith exercise Company or any of its reasonable business judgment, Subsidiaries or would require premature disclosure thereof or of other material non-public information that such disclosure is not in the best interests of would be detrimental to the Company, (C) otherwise require premature disclosure of information including a primary offering by the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests Company or a secondary offering with respect to SAP Securities contemplated to occur within 45 days of the Company, or (D) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions receipt of a Request pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days 3.1 (in which case such Holder shall have the aggregate in any 12-month period rights afforded to it (any period during which such obligations are suspended, if any) under Section 3.2) (a “Deferral Blackout Period”). The Company will shall (a) promptly give the Investors SAP or Silver Lake, as applicable, written notice of any such suspension containing determination, (b) if requested by SAP or Silver Lake, as applicable, and to the approximate length extent such action would not violate applicable law, promptly deliver to SAP or Silver Lake, as applicable, a general statement of the reasons for such postponement or restriction on use and to the extent practicable an approximation of the anticipated delay, and (c) promptly give SAP or Silver Lake, as applicable, written notice at the conclusion of such Blackout Period. Notwithstanding the foregoing, (i) the Company will notify the Investors upon the termination of not invoke more than two Blackout Periods in any Deferral 12 month period and any Blackout Period (which notices shall not contain material non-public information and which notices shall not be subject in excess of 45 days and (ii) in the event that a Holder exercises a demand right pursuant to any duty Section 3.1 and the related offering is expected to, or may, occur during a quarterly earnings blackout period of confidentiality). Upon receipt of any notice from the Company (such blackout periods determined in accordance with such policy as the Company shall generally maintain and communicate to Holders from time to time), the Company and such Holder shall act reasonably and work cooperatively in view of any Deferral Periodsuch quarterly earnings blackout period. For the avoidance of 16 doubt, (i) the Parties agree that an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing election by the Company that a registration statement for the use registration and distribution of Registrable Securities shall not be usable, or shall be delayed, during a Blackout Period shall not act to reduce the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver period during which such registration statement shall remain effective pursuant to the terms of this ARTICLE III and (ii) any Blackout Period shall apply equally to each Holder and the Company all copies, shall not impose a Blackout Period with respect to any one Holder without imposing the same such Blackout Period to any other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesHolders.

Blackout Period. (a) The obligations of the Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended (i) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 90 consecutive days or a total of 90 120 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors CB Investors’ Representative written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify the CB Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality)Period. Upon receipt of any notice from the Company of any Deferral Period, an Investor each of the CB Investors shall promptly forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor CB Investors’ Representative receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor CB Investors will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwritersto, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s CB Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities.

Blackout Period. Notwithstanding the foregoing obligations, the Company may, upon written notice to the Purchasers, which notice shall not contain any information that is or the Company reasonably believes is material non-public information, for a reasonable period of time after effectiveness, not to exceed 45 days (aeach, a “Blackout Period”), delay the filing of an amendment to a Registration Statement or suspend the effectiveness or use of any Registration Statement, in the event that (A) The obligations the Company is engaged in or negotiating significant corporate transaction that the Company has a bona fide business reason to keep confidential and the non-disclosure of which, in the reasonable determination of the Company would cause the Registration Statement to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying fail to comply with applicable Lawdisclosure requirements, (B) require the Company does not yet have appropriate financial statements of any acquired or to disclose a financingbe acquired entities necessary for filing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure any other event occurs that makes any statement of information a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the disclosure making of which, the Board has determined, any additions or changes in the good faith exercise of its reasonable business judgment, is Registration Statement in order to make the statements therein not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Companymisleading; provided, however, that any and all Blackout Period shall terminate upon the earlier of (i) the expiration of such suspensions 45 day period or (ii) the completion, resolution or public announcement of the relevant transaction or event. If the Company suspends the effectiveness of a Registration Statement pursuant to this Section 2.06 will 6.1(f), the Company shall as promptly as reasonably practicable following the termination of the circumstance which entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such Registration Statement and give written notice to the Purchasers authorizing the Purchasers to resume offerings and sales pursuant to such Registration Statement. If as a result thereof the prospectus included in such Registration Statement has been amended or supplemented to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to each Purchaser given pursuant to this Section 6. The Company shall be entitled to exercise its rights under this Section 6.1(f) not more than once in any six (6) month period; provided, however, that the aggregate number of days of all Blackout Periods hereunder shall not exceed 45 consecutive days or a total of 90 days in any twelve (12) month period. After the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors written notice expiration of any such suspension containing Blackout Period and without further request from the approximate length Purchaser, the Company shall effect the filing (or if required amendment or supplement) of the anticipated delayRegistration Statement, and or the Company will notify filing of other documents, as necessary to allow the Investors upon Purchaser to resell the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesShares and/or Warrant Shares as set forth herein.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to postpone and delay, for a reasonable period of time, from time to time, but in no event more than once during any six (6) month period for up to sixty (60) days (a “Blackout Period”), the filing or effectiveness of any registration statement, and the offer or sale of Participating Shares thereunder to the extent the registration statement has been declared effective, if the Company shall determine, upon advice from legal counsel, that any such filing or the offering or sale of any Participating Shares thereunder would (a) The obligations have a material adverse effect on a bona fide and material business or financing transaction or (b) require disclosure of material non-public information that, if disclosed at such time, would be materially harmful to the Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Companystockholders; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly shall give the Investors written notice to the Participating Holders of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holders of any such suspension containing determination, each Participating Holder shall keep the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination fact of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to such notice strictly confidential and, during any duty of confidentiality). Upon receipt Blackout Period, promptly halt any offer, sale, trading or transfer by it of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities Participating Shares pursuant to the Shelf Registration Statement relating thereto (which it is agreed does not include for the duration of the Blackout Period set forth in such notice (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised such Blackout Period shall be earlier terminated in writing by the Company that Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering any Participating Shares for the use duration of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, Blackout Period and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or shall deliver to the Company all copies, other than permanent file copies, any copies then in the Investor’s or such Underwriter’s or Underwriters’ its possession of the current any such prospectus covering such Registrable Securitiesor prospectus supplement.

Blackout Period. Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to postpone and delay, for a reasonable period of time, from time to time, but in no event more than once during any six (6) month period for up to forty-five (45) days (a “Blackout Period”), the effectiveness of any registration statement, and the offer or sale of Participating Shares thereunder to the extent the registration statement has been declared effective, if the Company shall determine that any such offering or sale of any Participating Shares thereunder would (a) The obligations have a material adverse effect on a bona fide business or financing transaction or (b) require disclosure of material non-public information that, if disclosed at such time, would be materially harmful to the Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Companystockholders; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly shall give the Investors written notice to the Participating Holder of its determination to impose a Blackout Period as promptly as practicable and of its determination to lift a Blackout Period. Upon notice by the Company to the Participating Holder of any such suspension containing determination, the approximate length of Participating Holder shall keep the anticipated delay, and the Company will notify the Investors upon the termination fact of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to such notice strictly confidential and, during any duty of confidentiality). Upon receipt Blackout Period, promptly halt any offer, sale, trading or transfer by it of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities Participating Shares pursuant to the Demand Registration Statement relating thereto (which it is agreed does not include for the duration of the Blackout Period set forth in such notice (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised such Blackout Period shall be earlier terminated in writing by the Company that Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering any Participating Shares for the use duration of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, Blackout Period and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or shall deliver to the Company all copies, other than permanent file copies, any copies then in the Investor’s or such Underwriter’s or Underwriters’ its possession of any such prospectus or prospectus supplement. Upon the current prospectus covering such Registrable Securitiestermination of a Blackout Period, the Company shall promptly cure the postponement and delay of the filing or effectiveness of any registration statement, and the offer or sale of Participating Shares thereunder, as soon as practicable.

Blackout Period. (ai) The obligations Subject to the provisions of this Section 2(c) and a good faith determination by a majority of the independent members of the Board of Directors of the Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure it is not in the best interests of the CompanyCompany to suspend the use of the Registration Statement, prior to the filing of a Registration Statement or following the effectiveness of a Registration Statement (C) otherwise require premature disclosure of information and the disclosure of whichfilings with any international, the Board has determinedfederal or state securities commissions), in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, by written notice to managing underwriter (if any) and the Investor, may suspend its obligation to file the Registration Statement with the Commission or direct the Investor to suspend sales of the Registrable Securities pursuant to a Registration Statement, as the case may be, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (Dy) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 more than sixty (60) days in the aggregate in any 12-month period rolling ninety (90)-day period), if any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors written notice of any such suspension containing the approximate length of the anticipated delay, and following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from has advised the Company that the sale of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto would have a material adverse effect on the Company’s primary offering; (which 2) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (B) after obtaining the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed 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 (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after obtaining the advice of counsel, that the Company is required by law, rule or regulation or that it is agreed does not include in the best interests of the Company 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 (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented most recent post-effective amendment) that, individually or amended in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the prospectus contemplated hereby included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or until they are advised any material change to such information. Any period in writing by which the Company that Company’s obligation to file the Registration Statement or the use of the prospectus may be resumed and have received copies Registration Statement has been suspended in accordance with this Section 2(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any additional such suspension, the Company shall use its commercially reasonable best efforts to file the Registration Statement, to cause the Registration Statement to become effective or supplemented filings that are incorporated by reference in to promptly amend or supplement the prospectus, and, if so directed by 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 Investor will, and will request the lead Underwriter or Underwriters, if any, at the election to resume sales of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesSecurities as soon as possible.

Blackout Period. (a) The obligations Subject to the provisions of this Section 5(a) and a good faith determination by a majority of the independent members of the Board of Directors of the Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure it is not in the best interests of the CompanyCompany to suspend the use of the Registration Statement, prior to the filing of a Registration Statement or following the effectiveness of a Registration Statement (C) otherwise require premature disclosure of information and the disclosure of whichfilings with any international, the Board has determinedfederal or state securities commissions), in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, by written notice to the managing underwriter (if any) and the Purchasers, may suspend its obligation to file the Registration Statement with the Commission or direct the Purchasers to suspend sales of the Registrable Securities pursuant to a Registration Statement, as the case may be, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (Dy) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 more than sixty (60) days in the aggregate in any 12-month period rolling ninety (90)-day period), if any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors written notice of any such suspension containing the approximate length of the anticipated delay, and following events shall occur: (1) the representative of the underwriters of an underwritten offering of primary shares by the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from has advised the Company that the sale of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto would have a material adverse effect on the Company's primary offering; (which 2) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith that (A)(x)the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other similar significant transaction involving the Company or (y) after obtaining the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (B) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate the proposed 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 (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after obtaining the advice of counsel, that the Company is required by law, rule or regulation or that it is agreed does not include in the best interests of the Company 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 (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented most recent post-effective amendment) that, individually or amended in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the prospectus contemplated hereby included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or until they are advised any material change to such information. Any period in writing by which the Company that Company's obligation to file the Registration Statement or the use of the prospectus may be resumed and have received copies Registration Statement has been suspended in accordance with this Section 5(a) is sometimes referred to herein as a "Blackout Period." Upon the occurrence of any additional such suspension, the Company shall use its commercially reasonable best efforts to file the Registration Statement, to cause the Registration Statement to become effective or supplemented filings that are incorporated by reference in to promptly amend or supplement the prospectus, and, if so directed by 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 Investor will, and will request the lead Underwriter or Underwriters, if any, at the election Purchasers to resume sales of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesSecurities as soon as possible.

Blackout Period. (a) The obligations Notwithstanding anything else in this Section 36.3, if, at any time during which a Prospectus is required to be delivered in connection with the sale of any Conversion Shares, Sun determines in good faith that a development has occurred or a condition exists as a result of which the Required Registration Statement or Prospectus contains a material misstatement or omission, or that a material transaction in which Sun is engaged or proposes to engage would require an amendment to the Required Registration Statement, a supplement to such Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be materially detrimental to the consummation of the Company transaction, or if the Required Registration Statement is filed on a Form S-1 Registration Statement and a post-effective amendment thereto becomes necessary, Sun will immediately notify Lessor thereof by telephone and in writing. Upon receipt of such notification, Lessor and its affiliates will immediately suspend all offers and sales of any Conversion Shares pursuant to such Required Registration Statement. In such event, Sun will amend or supplement such Required Registration Statement and Prospectus or make such filings or public disclosures as promptly as practicable and will use commercially reasonable efforts to take such other steps as may be required to permit sales of all Conversion Shares thereunder by Lessor in accordance with applicable federal and state securities laws. Sun will promptly notify Lessor after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the actions contemplated by Required Registration Statement and Prospectus (as so amended or supplemented, if applicable) to Lessor in accordance with this Section 2.0136.3. Notwithstanding the foregoing, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law or otherwise prevent under no circumstances shall Sun be entitled to exercise its right to suspend sales of any Conversion Shares as provided in this Section 36.3.6, pursuant to the Company from complying with applicable LawRequired Registration Statement, for more than a total of sixty days in any twelve (12)-month period, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspendedsales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) days (which need not be consecutive and provided that if the Required Registration Statement is filed on a Form S-1 Registration Statement, such thirty (30) day period shall be extended one day for each day the Required Registration Statement is ineffective due solely to the requirement that a “Deferral Period”). The Company will promptly give the Investors written notice of any such suspension containing the approximate length post-effective amendment of the anticipated delayRequired Registration Statement which has been filed has not become effective), and (C) no Blackout Period may commence less than thirty (30) days after the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition end of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securitiespreceding Blackout Period.

Blackout Period. The Company may postpone the filing or effectiveness of any Registration Statement (aor amendment or supplement thereto) The obligations or suspend the use or effectiveness of any Registration Statement (and in each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the board of directors of the Company to take determines in good faith that such registration or the actions contemplated sale by Section 2.01the Purchasers of Registrable Securities under such Registration Statement at such time (i) would adversely affect a pending or proposed significant corporate event, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law proposed financing or otherwise prevent negotiations, proposed offering of Common Stock by the Company from complying on its behalf or pursuant to the Registration Rights Agreement dated September 3, 2013 between the Company and stockholders specified in such agreement, discussions or pending proposals with applicable Law, respect thereto or (Bii) would require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than disclosure of material non-public information the contemplated offering), and the Board has determineddisclosure of which at such time would, in the good faith exercise judgment of its reasonable business judgmentthe board of directors of the Company, that such disclosure is not in be materially adverse to the best interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (B) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which such information is otherwise publicly disclosed by the Company; or (C) otherwise require premature disclosure of information the disclosure of which, the Board has determinedin any event, in the good faith exercise case of its reasonable business judgmenteither clause (i) or (ii) above, is not in for more than 90 days after the best interests date of the determination of the board of directors of the Company, ; provided that the Company may not postpone the filing or effectiveness of a Registration Statement (Dor amendment or supplement thereto) otherwise represent or suspend the use or effectiveness of any Registration Statement for more than an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total aggregate of 90 days in any 365-day period. In addition to the aggregate foregoing, the Company shall have the right to suspend the Purchasers’ ability to use a Prospectus in any 12connection with non-month period (any period underwritten sales off of a Registration Statement during which such obligations are suspended, a “Deferral Period”)each of its regular quarterly blackout periods applicable to directors and senior officers under the Company’s policies in existence from time to time. The Company will promptly give the Investors written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject required to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Periodeffectuate an underwritten offering (during such a regular quarterly blackout period or OTHERWISE) TO THE EXTENT THE COMPANY REASONABLY CONCLUDES, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectusAFTER CONSULTATION IN GOOD FAITH WITH THE RELEVANT PURCHASERS, andTHAT THE COMPANY CANNOT PROVIDE ADEQUATE, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesTIMELY DISCLOSURE OR SATISFY OTHER UNDERWRITING CONDITIONS IN CONNECTION WITH SUCH OFFERING WITHOUT UNDUE BURDEN.

Blackout Period. The Company may postpone the filing or effectiveness of any Registration Statement (aor amendment or supplement thereto) The obligations or suspend the use or effectiveness of any Registration Statement (and in each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the board of directors of the Company to take determines in good faith that such registration or the actions contemplated sale by Section 2.01the Buyers of Registrable Securities under such Registration Statement at such time (i) would adversely affect a pending or proposed significant corporate event, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law proposed financing or otherwise prevent negotiations, proposed offering of Common Stock by the Company from complying on its behalf or pursuant to the Registration Rights Agreement dated September 3, 2013 between the Company and stockholders specified in such agreement, the Registration Rights Agreement dated November 15, 2016 between the Company and stockholders specified in such agreement, or the Registration Rights Agreement dated February 26, 2021 between the Company and stockholders specified in such agreement, or discussions or pending proposals with applicable Law, respect thereto or (Bii) would require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than disclosure of material non-public information the contemplated offering), and the Board has determineddisclosure of which at such time would, in the good faith exercise judgment of its reasonable business judgmentthe board of directors of the Company, that such disclosure is not in be materially adverse to the best interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (B) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which such information is otherwise publicly disclosed by the Company; or (C) otherwise require premature disclosure of information the disclosure of which, the Board has determinedin any event, in the good faith exercise case of its reasonable business judgmenteither clause (i) or (ii) above, is not in for more than 90 days after the best interests date of the determination of the board of directors of the Company, ; provided further that the Company may not postpone the filing or effectiveness of a Registration Statement (Dor amendment or supplement thereto) otherwise represent or suspend the use or effectiveness of any Registration Statement for more than an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 2.06 will not exceed 45 consecutive days or a total aggregate of 90 days in any 365-day period. In addition to the aggregate in any 12-month period (any period during which such obligations are suspendedforegoing, a “Deferral Period”). The Company will promptly give the Investors written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify shall have the Investors upon right to suspend the termination Buyers’ ability to use a Prospectus in connection with sales off of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the a Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant during each of its regular quarterly blackout periods applicable to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed directors and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by senior officers under the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, ’s policies in existence from time to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securitiestime.

Blackout Period. (a) The obligations of Notwithstanding the foregoing obligations, the Company may, upon written notice to take the actions contemplated by Section 2.01Purchasers, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would (A) violate applicable Law which notice shall not contain any information that is or otherwise prevent the Company from complying with applicable Lawreasonably believes is material non-public information, for a reasonable period of time after effectiveness, not to exceed 30 days (B) require the Company to disclose each, a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering“Blackout Period”), and delay the Board has determinedfiling of an amendment to a Registration Statement or suspend the effectiveness or use of any Registration Statement, in the event that (i) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Company determines in good faith exercise that the public disclosure requirements imposed on the Company under the Securities Act in connection with the Registration Statement would require at that time disclosure of its reasonable business judgmentsuch activity, that transaction, preparations or negotiations and such disclosure is not could result in material harm to the best interests of the CompanyCompany or its business transactions or activities, (Cii) otherwise require premature disclosure the Company does not yet have appropriate financial statements of information the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests of the Companyany acquired or to be acquired entities necessary for filing, or (Diii) otherwise represent an undue hardship for any other event occurs that makes any statement of a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the Companymaking of any additions or changes in the Registration Statement in order to make the statements therein not misleading; provided, however, that any and all Blackout Period shall terminate upon the earlier of (A) the expiration of such suspensions 30-day period or (B) the completion, resolution or public announcement of the relevant transaction or event. If the Company suspends the effectiveness of a Registration Statement pursuant to this Section 2.06 will , the Company shall (x) as promptly as reasonably practicable following the termination of the circumstance which entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such Registration Statement and give written notice to the Purchasers authorizing the Purchasers to resume offerings and sales pursuant to such Registration Statement, and (y) cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of any Purchaser in accordance with the terms of this Agreement in connection with any sale of Shares with respect to which a Purchaser has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to the Purchaser’s receipt of the notice of a Blackout Period and for which the Purchaser has not yet settled. If as a result thereof the prospectus included in such Registration Statement has been amended or supplemented to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to Purchaser given pursuant to this Section . The Company shall be entitled to exercise its rights under this Section not more than once in any six-month period; provided, however, that the aggregate number of days of all Blackout Periods hereunder shall not exceed 45 consecutive 60 days or a total of 90 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”)period. The Company will promptly give After the Investors written notice expiration of any such suspension containing Blackout Period and without further request from the approximate length Purchaser, the Company shall effect the filing (or if required amendment or supplement) of the anticipated delayRegistration Statement, and or the Company will notify filing of other documents, as necessary to allow the Investors upon Purchaser to resell the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesShares as set forth herein.

Blackout Period. (a) The obligations of Notwithstanding the foregoing obligations, the Company may, upon written notice to take the actions contemplated by Section 2.01Purchasers, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would which notice shall not contain any information that is or the Company reasonably believes is material non-public information, for a reasonable period of time after effectiveness, not to exceed 45 days (each, a “Blackout Period”), delay the filing of an amendment to a Registration Statement or suspend the effectiveness or use of any Registration Statement, in the event that (A) violate applicable Law or otherwise prevent the Company from complying is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Company’s Board of Directors determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with applicable Lawthe Registration Statement would require at that time disclosure of such activity, transaction, preparations or negotiations and such disclosure could result in material harm to the Company or its business transactions or activities, (B) require the Company does not yet have appropriate financial statements of any acquired or to disclose a financingbe acquired entities necessary for filing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure any other event occurs that makes any statement of information a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the disclosure making of which, the Board has determined, any additions or changes in the good faith exercise of its reasonable business judgment, is Registration Statement in order to make the statements therein not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Companymisleading; provided, however, that any and all Blackout Period shall terminate upon the earlier of (i) the expiration of such suspensions 45-day period or (ii) the completion, resolution or public announcement of the relevant transaction or event. If the Company suspends the effectiveness of a Registration Statement pursuant to this Section 2.06 will 6.1(f), the Company shall (x) as promptly as reasonably practicable following the termination of the circumstance which entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such Registration Statement and give written notice to the Purchasers authorizing the Purchasers to resume offerings and sales pursuant to such Registration Statement, and (y) cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of any Purchaser in accordance with the terms of this Agreement in connection with any sale of Shares and/or Warrant Shares with respect to which a Purchaser has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to the Purchaser’s receipt of the notice of a Blackout Period and for which the Purchaser has not yet settled. If as a result thereof the prospectus included in such Registration Statement has been amended or supplemented to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to each Purchaser given pursuant to this Section 6. The Company shall be entitled to exercise its rights under this Section 6.1(f) not more than once in any six (6) month period; provided, however, that the aggregate number of days of all Blackout Periods hereunder shall not exceed 45 consecutive days or a total of 90 days in any twelve (12) month period. After the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investors written notice expiration of any such suspension containing Blackout Period and without further request from the approximate length Purchaser, the Company shall effect the filing (or if required amendment or supplement) of the anticipated delayRegistration Statement, and or the Company will notify filing of other documents, as necessary to allow the Investors upon Purchaser to resell the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesShares and/or Warrant Shares as set forth herein.

Blackout Period. (a) The obligations of Notwithstanding the foregoing obligations, the Company may, upon written notice to take the actions contemplated by Section 2.01Purchasers, Section 2.02 and Section 2.04 hereof will be suspended if compliance with such obligations would which notice shall not contain any information that is or the Company reasonably believes is material non-public information, for a reasonable period of time after effectiveness, not to exceed 30 days (each, a “Blackout Period”), delay the filing of an amendment to a Registration Statement or suspend the effectiveness or use of any Registration Statement, in the event that (A) violate applicable Law or otherwise prevent the Company from complying is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with applicable Lawthe Registration Statement would require at that time disclosure of such activity, transaction, preparations or negotiations and such disclosure could result in material harm to the Company or its business transactions or activities, (B) require the Company does not yet have appropriate financial statements of any acquired or to disclose a financingbe acquired entities necessary for filing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure any other event occurs that makes any statement of information a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the disclosure making of which, the Board has determined, any additions or changes in the good faith exercise of its reasonable business judgment, is Registration Statement in order to make the statements therein not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Companymisleading; provided, however, that any and all Blackout Period shall terminate upon the earlier of (i) the expiration of such suspensions 30-day period or (ii) the completion, resolution or public announcement of the relevant transaction or event. If the Company suspends the effectiveness of a Registration Statement pursuant to this Section 2.06 will 6.1(f), the Company shall (x) as promptly as reasonably practicable following the termination of the circumstance which entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such Registration Statement and give written notice to the Purchasers authorizing the Purchasers to resume offerings and sales pursuant to such Registration Statement, and (y) cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of any Purchaser in accordance with the terms of this Agreement in connection with any sale of Shares with respect to which a Purchaser has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to the Purchaser’s receipt of the notice of a Blackout Period and for which the Purchaser has not exceed 45 consecutive days yet settled. If as a result thereof the prospectus included in such Registration Statement has been amended or a total supplemented to comply with the requirements of 90 days in the aggregate in any 12-month period (any period during which Securities Act, the Company shall enclose such obligations are suspended, a “Deferral Period”)revised prospectus with the notice to Purchaser given pursuant to this Section 6. The Company will promptly give shall be entitled to exercise its rights under this Section 6.1(f) not more than once in any six (6) month period; provided, however, that the Investors written notice aggregate number of days of all Blackout Periods hereunder shall not exceed 60 days in any twelve (12) month period. After the expiration of any such suspension containing Blackout Period and without further request from the approximate length Purchaser, the Company shall effect the filing (or if required amendment or supplement) of the anticipated delayRegistration Statement, and or the Company will notify filing of other documents, as necessary to allow the Investors upon Purchaser to resell the termination of any Deferral Period (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Period, an Investor shall promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investor will, and will request the lead Underwriter or Underwriters, if any, at the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in the Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesShares as set forth herein.