Blackout Periods. Notwithstanding anything in Section 2.1 to the contrary, Parent shall be entitled to postpone and delay the filing or effectiveness (but not the preparation) of any Shelf Registration Statement or the offer or sale of any Registrable Shares thereunder for up to 60 days # for reasonable periods of time in advance of the release of Parent’s quarterly and annual financial results and # for reasonable periods of time (any such postponement and delay permitted by this Section 2.2 being, a “Blackout Period”), if # Parent determines in its good faith judgment that any such filing or effectiveness of a Shelf Registration Statement or the offering or sale of any Registrable Shares thereunder would # impede, delay or otherwise interfere with any pending or proposed material acquisition, disposition, corporate reorganization or other similar material transaction involving Parent as to which Parent has taken substantial steps and is proceeding with reasonable diligence to effect, # adversely affect any registered underwritten public offering of Parent’s securities for Parent’s account as to which Parent has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or # require disclosure of material non-public information which, in the reasonable discretion of Parent, acting in good faith, would have an adverse effect on the business, operations or management of Parent or any of its Affiliates if disclosed at such time or # Parent determines in its good faith judgment that Parent is required 115787666v1

by Law to amend or supplement the affected Shelf Registration Statement or the related prospectus so that such Shelf Registration Statement or prospectus shall not include 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 not misleading; provided, however, that Parent shall give written notice to Investor of its determination to postpone or delay the filing of such Shelf Registration Statement or other imposition of a Blackout Period and a general statement of the reason for such deferral and an approximation of the anticipated delay. Upon notice by Parent to Investor of any such determination, Investor shall, except as required by applicable Law, keep the fact of any such notice strictly confidential, and during any Blackout Period (or until such Blackout Period shall be earlier terminated in writing by Parent), promptly halt any offer, sale, trading or transfer by it of any shares of Common Stock and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering such Registrable Shares and, if so directed by Parent, shall deliver to Parent any copies then in its possession of any such prospectus or prospectus supplement. A deferral of the filing or effectiveness of a Shelf Registration Statement or other imposition of a Blackout Period pursuant to this Section 2.2 shall be lifted as soon as practicable, and Parent shall promptly (and in any event within five (5) Business Days) notify in writing Investor of the termination of the Blackout Period. Parent may impose a Blackout Period under clause (ii) of the first sentence of this Section 2.2 only twice in any twelve (12) month period for up to an aggregate of 90 days.