Form DEFA14A Climate Change Crisis

(b) Notwithstandinganything to the contrary in this Subscription Agreement, the Company shall be entitled to delay or postpone the effectiveness ofthe Registration Statement, and from time to time to require any Subscriber not to sell under the Registration Statement or tosuspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pendingor an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes,upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of materialinformation that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the RegistrationStatement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legalcounsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance,a “

Suspension Event

”); provided, however, (x) that the Company may not delay or suspend the effectiveness oruse of the Registration Statement on more than two (2) occasions or for more than sixty (60) consecutive calendar days or morethan ninety (90) total calendar days, in each case during any 12 month period and (y) the Company shall use commercially reasonableefforts to make such registration statement available for the sale by the Subscriber of such securities as soon as practicablethereafter. Upon receipt of any written notice from the Company of the happening of any Suspension Event (which notice shall notcontain any material, nonpublic information) during the period that the Registration Statement is effective or if as a result ofa Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits tostate any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstancesunder which they were made (in the case of the prospectus) not misleading, each Subscriber agrees that (i) it will immediatelydiscontinue offers and sales of the Shares under the Registration Statement until such Subscriber receives copies of a supplementalor amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referredto above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Companythat it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such writtennotice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Subscriber willdeliver to the Company or, in such Subscriber’s sole discretion destroy, all copies of the prospectus covering the Sharesin such Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectuscovering the Shares shall not apply (i) to the extent such Subscriber is required to retain a copy of such prospectus (a) in orderto comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fidepre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic databack-up.