Common use of Additional Obligations of the Corporation Clause in Contracts

Additional Obligations of the Corporation. The Corporation shall: (a) At least three (3) Trading Days before filing the Mandatory Registration Statement, furnish to the counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, and the Corporation shall in good faith consider any reasonable comments of such counsel received prior to filing. (b) Promptly notify the Holders when the Mandatory Registration Statement is declared effective by the Commission. The Corporation shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to the registration statement or any amendments thereto and shall furnish to the Holders, upon request, any comments of the Commission staff regarding the Holders. The Corporation shall promptly file with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act after the Corporation concludes that the staff of the Commission has no further comments on the filing. (c) Furnish to the Purchasers and Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such U.S. jurisdictions as shall be reasonably requested by the Holders unless an exemption from registration and qualification exists; provided that the Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business, file a general consent to service of process or subject itself to general taxation in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering, so long as each Purchaser and/or Holder participating in such underwriting also enters into and performs its obligations under such an agreement. (f) Promptly notify each Purchaser who holds, and each Holder of Registrable Securities covered by the registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (provided that in no event shall such notice contain any material, non-public information regarding the Corporation) and, when such state of facts no longer exists whether due to passage of time or filing of supplemental disclosure by the Corporation, the Corporation shall promptly furnish to each such Holder a reasonable number of copies of any supplement or amendment to such prospectus filed by the Corporation. (g) Use its reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness of such registration statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in the United States, and (ii) in the event of the issuance of any stop order suspending the effectiveness of such registration statement, or any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Corporation shall use its reasonable best efforts promptly to obtain the withdrawal of such order. (h) Use its reasonable best efforts to cause all Shares to be listed on each securities exchange (including, if applicable, the NASDAQ Global Select Stock Market) on which similar securities issued by the Corporation are then listed (collectively, the "Trading Markets"), including, without limitation, the filing of any required additional listing applications. (i) Use its reasonable best efforts to cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities sold pursuant to the Mandatory Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and, registered in such names as the Holders may request. (j) Provide and cause to be maintained a registrar and transfer agent for all Registrable Securities covered by any registration statement from and after a date not later than the effective date of such registration statement. (k) Not, nor shall any subsidiary or affiliate thereof, identify any Purchaser as an underwriter in any public disclosure or filing with the SEC or the NASDAQ Stock Market or any other securities exchange or market without the consent of such Purchaser except as required by law.

Additional Obligations of the Corporation. The Corporation shall: (a) At After the receipt of a Demand Notice, prepare and file with the SEC a registration statement on Form S-3 (or on Form S-1, if the Corporation is not then eligible to use Form S-3), and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its best efforts to cause such registration statement to be filed within thirty (30) days after the Demand Notice and to become effective within three (3) months after the date of filing of such registration statement (provided that at least three (3) Trading Days before filing a registration statement or prospectus or any amendments or supplements thereto, the Mandatory Registration Statement, Corporation shall furnish to the counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, and the Corporation shall in good faith consider any reasonable comments of such counsel received prior to filingcounsel). (b) Promptly notify the Holders (i) when the Mandatory Registration Statement is declared effective Corporation has been notified by the CommissionCommission whether or not a registration statement or any amendment thereto will be subject to a review by the Commission and (ii) if reviewed, when the Corporation has been notified by the Commission that a registration statement or amendment thereto will not be subject to further review. Upon the request of a Holder, the Corporation shall provide such Holder true and complete copies of all correspondence from and to the Commission relating to a registration statement (with all material, non-public information regarding the Corporation redacted from such copies). The Corporation shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to the registration statement or any amendments thereto and shall furnish to the Holders, upon request, any comments of the Commission staff regarding the Holdersthereto. The Corporation shall promptly file with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act after the Corporation concludes is notified (orally or in writing, whichever is earlier) by the Commission that a registration statement will not be reviewed, or will not be subject to further review, such that the staff of the Commission has Registration Statement shall be declared effective no further comments on the filinglater than seven (7) Trading Days after such notification. (c) Furnish to the Purchasers and Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its commercially reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such U.S. jurisdictions as shall be reasonably requested by the Holders unless an exemption from registration and qualification exists; provided that the Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business, file a general consent to service of process or subject itself to general taxation in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering, so long as each Purchaser and/or . Each Holder participating in such underwriting shall also enters enter into and performs perform its obligations under such an agreement. (f) Promptly notify each Purchaser who holds, and each Holder of Registrable Securities covered by the registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (provided that in no event shall such notice contain any material, non-public information regarding the Corporation) and, when such state of facts no longer exists whether due to passage of time or filing of supplemental disclosure by the Corporation, the Corporation shall promptly prepare and furnish to each such Holder a reasonable number of copies of any a supplement or amendment to such prospectus filed by so that, as thereafter delivered to the Corporationpurchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. (g) Use its commercially reasonable best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of such date, from the independent registered public accountants of the Corporation, in form and substance as is customarily given by independent registered public accountants to underwriters in an underwritten public offering addressed to the underwriters. (h) Use its commercially reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness of such a registration statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in the United States, and (ii) in the event of the issuance of any stop order suspending the effectiveness of such a registration statement, or any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Corporation shall use its commercially reasonable best efforts promptly to obtain the withdrawal of such order. (h) Use its reasonable best efforts to cause all Shares to be listed on each securities exchange (including, if applicable, the NASDAQ Global Select Stock Market) on which similar securities issued by the Corporation are then listed (collectively, the "Trading Markets"), including, without limitation, the filing of any required additional listing applications. (i) Use its commercially reasonable best efforts to cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities sold to be offered pursuant to the Mandatory a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and, registered in such names as the Holders may request. (j) Provide and cause to be maintained a registrar and transfer agent for all Registrable Securities covered by any registration statement from and after a date not later than the effective date of such registration statement. (k) Use its reasonable best efforts to cause such Registrable Securities to be listed on each national securities exchange on which the Common Stock is then listed; (l) Use its commercially reasonable best efforts to maintain eligibility to use Form S-3 (or any successor form thereto) for the registration of the resale of the Registrable Securities. (m) Not, nor shall any subsidiary or affiliate thereof, identify any Purchaser Holder as an underwriter in any public disclosure or filing with the SEC or without the NASDAQ Stock Market Holder’s written consent, and any Holder being deemed an underwriter by the SEC shall not relieve the Corporation of any obligations it has under this Agreement or any other securities exchange or market without transaction document contemplated by the consent Plan. (n) Notify each Holder who holds Registrable Securities covered by the registration statement of such Purchaser except as required by law(i) the expected effective date of the registration statement and (ii) the effectiveness on the actual effective date thereof.

Additional Obligations of the Corporation. The Corporation shall: (a) At After the closing of the sale of the Common Stock (the “Closing Date”), prepare and file with the SEC a registration statement on Form S-3 (or on Form S-1, if the Corporation is not then eligible to use Form S-3), and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its best efforts to cause such registration statement to be filed within thirty (30) days after the Closing Date and to become effective within three (3) months after the date of filing of such registration statement (provided that at least three (3) Trading Days before filing a registration statement or prospectus or any amendments or supplements thereto, the Mandatory Registration Statement, Corporation shall furnish to the counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, and the Corporation shall in good faith consider any reasonable comments of such counsel received prior to filingcounsel). (b) Promptly notify the Holders (i) when the Mandatory Registration Statement is declared effective Corporation has been notified by the CommissionCommission whether or not a registration statement or any amendment thereto will be subject to a review by the Commission and (ii) if reviewed, when the Corporation has been notified by the Commission that a registration statement or amendment thereto will not be subject to further review. Upon the request of a Holder, the Corporation shall provide such Holder true and complete copies of all correspondence from and to the Commission relating to a registration statement (with all material, non-public information regarding the Corporation redacted from such copies). The Corporation shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to the registration statement or any amendments thereto and shall furnish to the Holders, upon request, any comments of the Commission staff regarding the Holdersthereto. The Corporation shall promptly file with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act after the Corporation concludes is notified (orally or in writing, whichever is earlier) by the Commission that a registration statement will not be reviewed, or will not be subject to further review, such that the staff of the Commission has Registration Statement shall be declared effective no further comments on the filinglater than seven (7) Trading Days after such notification. (c) Furnish to the Purchasers and Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its commercially reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such U.S. jurisdictions as shall be reasonably requested by the Holders unless an exemption from registration and qualification exists; provided that the Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business, file a general consent to service of process or subject itself to general taxation in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering, so long as each Purchaser and/or . Each Holder participating in such underwriting shall also enters enter into and performs perform its obligations under such an agreement. (f) Promptly notify each Purchaser who holds, and each Holder of Registrable Securities covered by the registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (provided that in no event shall such notice contain any material, non-public information regarding the Corporation) and, when such state of facts no longer exists whether due to passage of time or filing of supplemental disclosure by the Corporation, the Corporation shall promptly prepare and furnish to each such Holder a reasonable number of copies of any a supplement or amendment to such prospectus filed by so that, as thereafter delivered to the Corporationpurchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. (g) Use its commercially reasonable best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of such date, from the independent registered public accountants of the Corporation, in form and substance as is customarily given by independent registered public accountants to underwriters in an underwritten public offering addressed to the underwriters. (h) Use its commercially reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness of such a registration statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in the United States, and (ii) in the event of the issuance of any stop order suspending the effectiveness of such a registration statement, or any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Corporation shall use its commercially reasonable best efforts promptly to obtain the withdrawal of such order. (h) Use its reasonable best efforts to cause all Shares to be listed on each securities exchange (including, if applicable, the NASDAQ Global Select Stock Market) on which similar securities issued by the Corporation are then listed (collectively, the "Trading Markets"), including, without limitation, the filing of any required additional listing applications. (i) Use its commercially reasonable best efforts to cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities sold to be offered pursuant to the Mandatory a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and, registered in such names as the Holders may request. (j) Provide and cause to be maintained a registrar and transfer agent for all Registrable Securities covered by any registration statement from and after a date not later than the effective date of such registration statement. (k) Use its reasonable best efforts to cause such Registrable Securities to be listed on each national securities exchange on which the Common Stock is then listed; (l) Use its commercially reasonable best efforts to maintain eligibility to use Form S-3 (or any successor form thereto) for the registration of the resale of the Registrable Securities. (m) Not, nor shall any subsidiary or affiliate thereof, identify any Purchaser Holder as an underwriter in any public disclosure or filing with the SEC or without the NASDAQ Stock Market Holder’s written consent, and any Holder being deemed an underwriter by the SEC shall not relieve the Corporation of any obligations it has under this Agreement or any other securities exchange or market without transaction document contemplated by the consent Plan. (n) Notify each Holder who holds Registrable Securities covered by the registration statement of such Purchaser except as required by law(i) the expected effective date of the registration statement and (ii) the effectiveness on the actual effective date thereof.