Common use of Action to be Taken by the Company Clause in Contracts

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 8, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 8, including, but not limited to, reasonable legal accounting and printing fees, provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 8, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, and to do any and all other acts and things which may be necessary to enable the Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, Securities and (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 8, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent Underwriters or such Holders shall reasonably request, ; provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the then subject, and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal accounting accounting, and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, or (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any and demand registration right provided for in paragraph (a) of this Section 810, the cost of any and liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders as Underwriter shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, and request arid to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, Registration Statement or Offering Statement,

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and. (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the then subject, and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, registration statement or Offering Statement.

Action to be Taken by the Company. In connection with the --------------------------------- registration of Registrable Securities the Shares or other securities for which the Warrants become exercisable in accordance with paragraphs (a), ) or (b) or (c) of this Section 8above, the Company agrees to: (i) Bear bear the expenses expense of any registration or qualification under paragraphs paragraph (a) ), on one occasion, or under paragraph (b) ), on any number of this Section 8occasions, including, including but not limited toto legal, reasonable legal accounting and printing fees, ; provided, however, that in no event shall the Company be -------- ------- obligated to pay (A) any fees and disbursements of special any counsel for Holders of Registrable Securitiesthe Warrant Holder(s), or (B) any underwriters' discount or commission in respect of to such Registrable Securities, (C) any stock transfer taxes attributable to Shares or other securities for which the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 8, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable SecuritiesWarrants become exercisable, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securitiesrespective Warrant Holder(s) thereof; and (ii) Use use its best efforts to register or qualify the Registrable Securities Shares or other securities for which the Warrants become exercisable for offer or sale under state securities or Blue Sky blue sky laws of such jurisdictions in which as the Placement Agent or such Warrant Holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Warrant Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.;

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, including but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and. (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the then subject, and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, registration statement or Offering Statement.

Action to be Taken by the Company. In connection with the registration of Registrable Securities the Shares or other securities for which the Representatives' Warrants become exercisable in accordance with paragraphs (a), ) or (b) or (c) of this Section 8above, the Company agrees to: (i) Bear bear the expenses expense of any registration or qualification under paragraphs (a) ), on one occasion, or under (b) of this Section 8section, includingon any number of occasions, including but not limited toto legal, reasonable legal accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special any counsel for Holders of Registrable Securitiesthe Holder(s), or (B) any underwriters' discount or commission in respect of to such Registrable Securities, (C) any stock transfer taxes attributable to Shares or other securities for which the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 8, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable SecuritiesRepresentatives' Warrants become exercisable, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; andrespective Holder(s) thereof; (ii) Use use its best efforts to register or qualify the Registrable Securities Shares or other securities for which the Representatives' Warrants become exercisable for offer or sale under state securities or Blue Sky blue sky laws of such jurisdictions in which as the Placement Agent or such Holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; (iii) furnish to each holder copies of any registration statement (including the Registration Statement) for the Shares or other securities for which the Representatives' Warrants become exercisable, any prospectus included in any such registration statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Holder may from time to time reasonably request; and (iv) if registration is to be pursuant to an underwritten offering, enter into a cross-indemnity agreement in customary form, with each underwriter, if any, and each Holder of securities included in such registration statement.

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b), (c) or (cg) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a), (b) or (bg) of this Section 810, including, but not limited to, reasonable legal accounting accounting, and printing fees; PROVIDED, provided, howeverHOWEVER, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, or (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders as Underwriter shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.; and

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal accounting accounting, and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, or (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any and demand registration right provided for in paragraph (a) of this Section 810, the cost of any and liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders as Underwriter shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, Registration Statement or Offering Statement,

Action to be Taken by the Company. In connection with the --------------------------------- registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event -------- ------- shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent Underwriters or such Holders shall reasonably request, provided, however, that no qualification shall be -------- ------- required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the then subject, and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent Underwriters or such Holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the then subject, and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (cb) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal accounting accounting, and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of more than one special counsel for Holders of Registrable Securities, or (B) any underwriters' ’ discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 8, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders as Representative shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.jurisdiction except that the Company shall not for any purpose be required to execute a general consent to service of process to qualify to do business in any jurisdiction where it is not so qualified; and iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such registration statement,

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal accounting accounting, and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, ; or (B) any underwriters' discount or commission in respect of such Registrable Securities, ; or (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any and demand registration right provided for in paragraph (a) of this Section 810, the cost of any and liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders as Underwriter shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, and request arid to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, Registration Statement or Offering Statement.

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b), (c) or (cg) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a), (b) or (bg) of this Section 810, including, but not limited to, reasonable legal accounting accounting, and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, or (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders as Underwriter shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, Registration Statement or Offering Statement,

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, or (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any and demand registration right provided for in paragraph (a) of this Section 810, the cost of any and liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders as Strasbourger shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, Registration Statement or Offering Statement,

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal legal, accounting and printing fees; PROVIDED, provided, howeverHOWEVER, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent Underwriters or such Holders shall reasonably request, providedPROVIDED, howeverHOWEVER, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the then subject, and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses expense of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and. (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent ADAR or such Holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the then subject, and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, registration statement or Offering Statement.

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, or (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any and demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders Xxxxxxxxx Xxxx shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, Registration Statement or Offering Statement,

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (cb) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal accounting accounting, and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of more than one special counsel for Holders of Registrable Securities, or (B) any underwriters' ’ discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 8, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders as Underwriter shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.jurisdiction except that the Company shall not for any purpose be required to execute a general consent to service of process to qualify to do business in any jurisdiction where it is not so qualified; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such registration statement,

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 810, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 810, including, but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 810, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under United States state securities or Blue Sky laws of such jurisdictions in which the Placement Agent Purchaser or such Holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the then subject, and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.

Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 812, the Company agrees to: (i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 812, including, but not limited to, reasonable legal legal, accounting and printing fees, ; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' ’ discount or commission in respect of such Registrable Securities, or (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any and demand registration right provided for in paragraph (a) of this Section 812, the cost of any and liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and; (ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders as AAI shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, request and to do any and all other acts and things which may be necessary or advisable to enable the Holders holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.; and (iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment, Registration Statement or Offering Statement,