Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, [[Organization A:Organization]] may # delay filing or effectiveness of a Registration Statement (or any amendment thereto) or # suspend the Holders’ use of any prospectus that is a part of a Registration Statement upon written notice to the Holders (provided that in no event shall such notice contain any material non-public information regarding [[Organization A:Organization]]) (in which event the Holders shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), if the Board determines # that such delay or suspension is in the best interest of [[Organization A:Organization]] and its stockholders generally due to a pending financing or other transaction involving [[Organization A:Organization]], including a proposed sale of Common Stock pursuant to a Registration Statement, # that such registration or offering would render [[Organization A:Organization]] unable to comply with applicable securities Laws or # that such registration or offering would require disclosure of material information that [[Organization A:Organization]] has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”). However, in no event shall any Suspension Periods collectively exceed an aggregate of 90 days in any 12-month period except that any day during the Suspension Period on which Rule 144 is available to the Holder shall not count for such 90 day calculation.

Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account [[Organization A:Organization]]’s good faith assessment of any adverse consequences to [[Organization A:Organization]] and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will 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 the light of the circumstances under which they were made, not misleading. If [[Organization A:Organization]] notifies the Holders in accordance with [clauses (iii) through (vi) of Section 3(d)] above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. [[Organization A:Organization]] will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. [[Organization A:Organization]] shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed an aggregate of 90 calendar days (which need not be consecutive days) in any 12-month period, subject to the payment of liquidated damages pursuant to Section 2(d) if the suspension exceeds an aggregate of 90 calendar days; provided, however, that any day on which Rule 144 is available to the Holder during such suspension shall not count for such 90 day calculation.

Upon the occurrence of any event contemplated by Section 3.4, as promptly as reasonably possible under the circumstances taking into account [[Organization A:Organization]]’s good faith assessment of any adverse consequences to [[Organization A:Organization]] and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will 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. If [[Organization A:Organization]] notifies the Holders in accordance with [clauses (iii) through (vi) of Section 3.4] above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. [[Organization A:Organization]] will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. [[Organization A:Organization]] shall be entitled to exercise its right under this Section 3.10 to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2.4, for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.