Common use of Company Covenants Clause in Contracts

Company Covenants. Whenever required under this Section 15 to include Registrable Shares in a Registration Statement, the Company shall, as expeditiously as reasonably possible: (a) Use its commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, and the prospectus used in connection with such Registration Statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (c) Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c). (d) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Holder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (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 of such offering. (f) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (d) 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 the light of the circumstances then existing. (g) Cause all such Registrable Shares registered hereunder to be listed on each exchange or quotation service on which similar securities issued by the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.

Company Covenants. Whenever required under this Section 15 9 to include Registrable Shares in a Registration Statement, the Company shall, as expeditiously as reasonably possible: (ai) Use its commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (bii) Prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, and the prospectus used in connection with such Registration Statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (ciii) Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c9.2(iii). (div) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Holder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (ev) 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 of such offering. (fvi) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (d) 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 the light of the circumstances then existing. (gvii) Cause all such Registrable Shares registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted. (hviii) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration. (ix) Use commercially reasonable effort to furnish, on the date that such Registrable Shares are delivered to the underwriters for sale, if such securities are being sold through underwriters, (a) an opinion, dated as of such date and addressed to the Holder, of the counsel representing the Company for the purposes of such resale registration, in form and substance as is customarily given by Company counsel to underwriters, if any, engaged by the Holder and (b) a letter, dated as of such date and addressed to the Holder, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters, if any, engaged by the Holder.

Company Covenants. Whenever required under this Section 15 9 to include Registrable Shares in a Registration Statement, the Company shall, as expeditiously as reasonably possible: (ai) Use its commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (bii) Prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, and the prospectus used in connection with such Registration Statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (ciii) Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c9.2(iii). (div) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Holder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (ev) 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 of such offering. (fvi) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (d) 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 the light of the circumstances then existing. (gvii) Cause all such Registrable Shares registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted. (hviii) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.

Company Covenants. Whenever required under this Section 15 10 to include Registrable Shares in a Registration Statement, the Company shall, as expeditiously as reasonably possible: (a) Use its commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement to remain effective until the earlier of the Registered Holder having have completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) in the Registration Statement. (b) Prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) SEC such amendments and supplements to such Registration Statement, and the prospectus used in connection with such Registration Statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (c) Furnish to the Registered Holder such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Registered Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c). (d) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the HolderRegistered Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (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 of such offering. (f) Notify the Registered Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (ai) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (bii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts every effort to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (div) 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 the light of the circumstances then existing. (g) Cause all such Registrable Shares Securities registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares Securities registered pursuant hereunder and CUSIP number for all such Registrable SharesSecurities, in each case not later than the effective date of such registration.

Company Covenants. Whenever the Company is hereunder required to use its best efforts to effect the registration under this the Securities Act of any Registrable Securities as provided in Section 15 to include Registrable Shares in a Registration Statement2 or 3, the Company shall, as expeditiously as reasonably possiblewill: (ai) Use prepare and file with the Commission the requisite Registration Statement to effect such registration and thereafter use its commercially reasonable best efforts to cause such Registration Statement to become effective and cause such Registration Statement effective, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Subsection 3(a), its securities which are Registrable Securities) at any time prior to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or relating thereto; (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, Statement and the prospectus used in connection with such Registration Statement, therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.Statement until the earlier of (a) such time as all such securities have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement and (b) the expiration of 180 days from the date such Registration Statement first becomes effective (exclusive of any period during which the Stockholders are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of any event described in Section 4(a)(v)(a), (vii) or 4(c)), at which time the Company shall have the right to deregister any of such securities which remain unsold; (ciii) Furnish furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of the Holder Registration Statement, and of each amendment and supplement thereto, such numbers number of copies of a prospectus, including a preliminary the prospectus as amended or supplemented from time to timecontained in such Registration Statement and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as it such seller may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c).request; (div) Use use its commercially reasonable best efforts to register and or qualify the all securities covered by such Registration Statement under such other federal securities or state securities blue sky laws of jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as the Registration Statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions as shall be reasonably requested of the securities owned by the Holder; providedsuch seller, however, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to (a) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not be obligated to be so qualified but for the requirements of this subsection; (b) subject itself to taxation in any such jurisdiction; or to file a general (c) consent to general service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.jurisdiction; (ev) In the event of any underwritten public offering, enter into and perform use its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify the Holder, at any time when a prospectus relating thereto is required best efforts to be delivered under the Securities Act, (a) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the such Registration Statement. Statement or sales thereunder at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (db) of the happening of any event as a result of which the prospectus included in cause all Registrable Securities covered by such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required Statement to be stated therein registered with or approved by such other governmental agencies or authorities of United States jurisdictions as may be necessary to make enable the statements therein not misleading in seller thereof to consummate the light disposition of the circumstances then existing.such Registrable Securities; (gvi) Cause all furnish to each seller of Registrable Securities a signed counterpart, addressed to such Registrable Shares registered hereunder to be listed on each exchange or quotation service on which similar securities issued by seller and the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Sharesunderwriters, in each case not later than the effective date of such registration.of:

Company Covenants. Whenever required under this Section 15 7 to include Registrable Shares in a Registration Statement, the Company shall, as expeditiously as reasonably possible: (a) Use its commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement to remain effective until the earlier of the Holder having have completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”") in the Registration Statement. (b) Prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) SEC such amendments and supplements to such Registration Statement, and the prospectus used in connection with such Registration Statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (c) Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c). (d) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the HolderHolders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (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 of such offering. (f) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (ai) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (bii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts every effort to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (div) 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 the light of the circumstances then existing. (g) Cause all such Registrable Shares Securities registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares Securities registered pursuant hereunder and CUSIP number for all such Registrable SharesSecurities, in each case not later than the effective date of such registration.

Company Covenants. Whenever required under this Section 15 4 to include Registrable Shares in a Registration Statement, the Company shall, as expeditiously as reasonably possible: (a) Use its commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement to remain effective until the earlier of the Holder Purchaser having completed the distribution of all its his Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) SEC such amendments and supplements to such Registration Statement, and the prospectus used in connection with such Registration Statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (c) Furnish to the Holder Purchaser such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c)Purchaser. (d) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the HolderPurchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (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 of such offering. (f) Notify the HolderPurchaser, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (ai) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (bii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts every effort to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (div) 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 the light of the circumstances then existing. (g) Cause all such Registrable Shares registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.

Company Covenants. Whenever the Company is hereunder required to use all commercially reasonable efforts to effect the registration under this the Securities Act of any Registrable Securities as provided in Section 15 to include Registrable Shares in a Registration Statement2 or 3, the Company shall, as expeditiously as reasonably possiblewill: (ai) Use its prepare and file (in the case of a Demand Registration, within forty-five (45) days of the initial notice from the requisite holders of Registrable Securities) with the Commission the requisite Registration Statement to effect such registration and thereafter use all commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement effective, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Subsection 3(a), its securities which are Registrable Securities) at any time prior to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or relating thereto; (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, Statement and the prospectus used in connection with such Registration Statement, therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.Statement until the earlier of (a) such time as all such securities have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement and (b) the expiration of one hundred eighty (180) days from the date such Registration Statement first becomes effective (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of any event described in Section 4(a)(v)(a) or (b) or 4(a) (vii)), at which time the Company shall have the right to deregister any of such securities which remain unsold; (ciii) Furnish furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of the Holder Registration Statement, and of each amendment and supplement thereto, such numbers number of copies of a prospectus, including a preliminary the prospectus as amended or supplemented from time to timecontained in such Registration Statement and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as it such seller may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c).request; (div) Use its use all commercially reasonable efforts to register and or qualify the all securities covered by such Registration Statement under such other federal securities or state securities blue sky laws of jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as the Registration Statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions as shall be reasonably requested of the securities owned by the Holder; providedsuch seller, however, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to (a) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not be obligated to be so qualified but for the requirements of this subsection; (b) subject itself to taxation in any such jurisdiction; or to file a general (c) consent to general service of process in any such states jurisdiction; (v) use all commercially reasonable efforts to (a) obtain the withdrawal of any order suspending the effectiveness of such Registration Statement or jurisdictions, unless sales thereunder at the Company is already subject earliest possible time and (b) cause all Registrable Securities covered by such Registration Statement to service in be registered with or approved by such jurisdiction and except other governmental agencies or authorities of United States jurisdictions as may be required necessary to enable the seller thereof to consummate the disposition of such Registrable Securities; (vi) in connection with any registration pursuant to this Agreement, furnish to each seller of Registrable Securities a signed counterpart, addressed to such seller and the underwriters, of: (a) an opinion of counsel for the Company dated the effective date of the Registration Statement (and dated the closing date under any underwriting agreement), reasonably satisfactory in form and substance to such seller, and (b) a "comfort letter" or a "procedures letter" dated the effective date of the Registration Statement (and dated the date of the closing under any underwriting agreement), signed by the Securities Act.independent public accountants who have audited the Company's financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement and, in the case of the "comfort letter," with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities, and, in the case of the legal opinion, such other legal matters, and, in the case of the "comfort letter," such other financial matters, as such seller or the underwriter may reasonably request; (evii) 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 of such offering. (f) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the notify each seller of Registrable Securities covered by such Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event promptly after the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (d) of the happening of any event as a result of which discovers that the prospectus included in such Registration Statement, Statement as then in effect, 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 the light of the circumstances then existing.under which they were made, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such 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 in the light of the circumstances under which they were made; (gviii) Cause otherwise use all such Registrable Shares registered hereunder commercially reasonable efforts to comply with all applicable rules and regulations of the Commission; (ix) provide and cause to be listed maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement; (x) use all commercially reasonable efforts to list all Registrable Securities covered by such Registration Statement on each a securities exchange or quotation service on which similar securities issued by the Company are then listed and shall take any other action necessary or quoted.advisable to facilitate the disposition of such Registrable Securities; (hxi) Provide use all commercially reasonable efforts to facilitate timely preparation and delivery (under regular-way settlement procedures) of certificates representing Registrable Securities to be sold free of restrictions; and (xii) take all steps reasonably necessary to assure compliance with any applicable provisions of the Investment Company Act of 1940, as amended, including, but not limited to, registration of the Company, or the election on behalf of the Company to be regulated as a transfer agent business development company, under that Act. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and registrar for the distribution of such securities (which, in the case of a non-underwritten offering, may include sales under Rule 144 under the Securities Act) as the Company may reasonably request, in writing. Any Person participating in any Demand Registration or Piggyback Registration must (a) agree to sell their Registrable Securities on the basis provided in the underwriting agreement, if any, and (b) complete and execute all documents required under this Agreement or the underwriting agreement, if any. Each holder of Registrable Shares registered Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in subparagraph (vii) of this Subsection 4(a), such holder will discontinue immediately such holder's disposition of securities pursuant hereunder and CUSIP number for to the Registration Statement until such holder receives copies of the supplemented or amended prospectus contemplated by such subparagraph (vii) and, if so directed by the Company, will deliver to the Company all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Shares, in each case not later than Securities current at the effective date time of receipt of such registrationnotice.

Company Covenants. Whenever the Company is hereunder required to use its best efforts to effect the registration under this the Securities Act of any Registrable Securities as provided in Section 15 to include Registrable Shares in a Registration Statement2 or 3, the Company shall, as expeditiously as reasonably possiblewill: (ai) Use prepare and file with the Commission the requisite Registration Statement to effect such registration and thereafter use its commercially reasonable best efforts to cause such Registration Statement to become effective and cause such Registration Statement effective, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Subsection 3(a), its securities which are Registrable Securities) at any time prior to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or relating thereto; (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, Statement and the prospectus used in connection with such Registration Statement, therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement until such securities have been disposed of by the sellers thereof set forth in such Registration Statement.; (ciii) Furnish furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of the Holder Registration Statement, and of each amendment and supplement thereto, such numbers number of copies of a prospectus, including a preliminary the prospectus as amended or supplemented from time to timecontained in such Registration Statement and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as it such seller may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c).request; (div) Use use its commercially reasonable best efforts to register and or qualify the all securities covered by such Registration Statement under such other federal securities or state securities blue sky laws of United States jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as the Registration Statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions as shall be reasonably requested of the securities owned by the Holder; providedsuch seller, however, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to (a) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not be obligated to be so qualified but for the requirements of this subsection; (b) subject itself to taxation in any such jurisdiction; or to file a general (c) consent to general service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (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 of such offering. (f) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (d) 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 the light of the circumstances then existing. (g) Cause all such Registrable Shares registered hereunder to be listed on each exchange or quotation service on which similar securities issued by the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.jurisdiction;

Company Covenants. Whenever the Company is hereunder required to effect the registration under this the Securities Act of any Registrable Securities, or to use its best efforts to effect the registration under the Securities Act of any Registrable Securities, as provided in Section 15 to include Registrable Shares in a Registration Statement2 or Section 3, the Company shall, as expeditiously as reasonably possiblewill: (ai) Use prepare and file with the Commission as soon as practical, but in any event, with respect to any Demand Registration or Piggyback Registration, no later than 90 days after receipt of an appropriate request in the exercise of its commercially reasonable best efforts, the requisite Registration Statement to effect such registration and thereafter use its best efforts to cause such Registration Statement to become effective and cause such Registration Statement effective, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Subsection 3(a), its securities which are Registrable Securities) at any time prior to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleadingrelating thereto; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of before filing a post-effective amendment that (i) includes any prospectus required Registration Statement the Company will furnish the Holders of Registrable Securities covered by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the such Registration Statement, the Company may incorporate underwriters, if any, and any attorney, accountant or other agent retained by reference any such Holders of Registrable Securities or underwriters (a) copies of all such documents proposed to be filed, and (b) if requested, financial and other information required by the Commission to be included in (i) such Registration Statement and all financial and other records, pertinent corporate documents and properties of the Company customarily reviewed in connection with an underwritten registration; (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, Statement and the prospectus used in connection with such Registration Statement, therewith as may be necessary to keep such Registration Statement effective and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.Statement until the earlier of (a) such time as all such securities have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement and (b) the expiration of 180 days from the date such Registration Statement first becomes effective (exclusive of any period during which the Holders are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of any event described in Section 4(a)(v)(a), Section 4(a)(vii) or Section 4(c)), at which time the Company shall have the right to deregister any of such securities which remain unsold; provided, that the Company shall be deemed not to have used all reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that results in the selling Holders of the Registrable Securities covered thereby not being able to sell such Registrable Securities during that period; (ciii) Furnish furnish to each seller of Registrable Securities covered by such Registration Statement and each underwriter, if any, such number of conformed copies of the Holder Registration Statement, and of each amendment and supplement thereto, such numbers number of copies of a prospectus, including a preliminary the prospectus as amended or supplemented from time to timecontained in such Registration Statement and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as it such seller may reasonably request (and the Company hereby consents to the use of, in order to facilitate accordance with all applicable laws, each of the disposition Registration Statement and any amendments thereto and any prospectus and any supplement thereto by each such seller and underwriters, if any, in connection with the offering and sale of Registrable Shares owned Securities covered by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(csuch Registration Statement).; (div) Use use its commercially reasonable best efforts to register and or qualify the all securities covered by such Registration Statement under such other federal securities or state securities blue sky laws of jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as the Registration Statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions as shall be reasonably requested of the securities owned by the Holder; providedsuch seller, however, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to (a) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not be obligated to be so qualified but for the requirements of this subsection; or to file a general (b) consent to general service of process in any such states jurisdiction; (v) use its best efforts to (a) obtain the withdrawal of any order suspending the effectiveness of such Registration Statement or jurisdictions, unless sales thereunder at the Company is already subject earliest possible time and (b) cause all Registrable Securities covered by such Registration Statement to service in be registered with or approved by such jurisdiction and except other governmental agencies or authorities of United States jurisdictions as may be required necessary to enable the seller thereof to consummate the disposition of such Registrable Securities; (vi) furnish to each seller of Registrable Securities a signed counterpart, addressed to such seller and the underwriters, of: 1) an opinion of counsel for the Company dated the effective date of the Registration Statement (and dated the closing date under the underwriting agreement), reasonably satisfactory in form and substance to such seller, and 2) a comfort letter" dated the effective date of the Registration Statement (and dated the date of the pricing and the closing under the underwriting agreement), signed by the Securities Act.independent public accountants who have certified the Company's financial statements included in such Registration Statement, covering substantially the same matters as are customarily covered in opinions of issuer's counsel and in such letters delivered to the underwriters in underwritten public offerings of securities, and, in the case of the legal opinion, such other legal matters, and, in the case of the "comfort letter," such other financial matters, as such sellers or the underwriter may reasonably request; (evii) 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 of such offering. (f) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the notify each seller of Registrable Securities covered by such Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event promptly after the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (d) of the happening of any event as a result of which discovers that the prospectus included in such Registration Statement, Statement as then in effect, 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 the light of the circumstances then existing.under which they were made, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such 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 in the light of the circumstances under which they were made; (gviii) Cause comply with all applicable rules and regulations of the Commission and make available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such Registrable Shares registered hereunder to be listed on each exchange period is a fiscal year) (or quotation service on which similar securities issued by the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case within such extended period of time as may be permitted by the Commission for filing the applicable report with the Commission) (a) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering or (b) if not later than sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which earnings statements shall cover such registration.12-month period; (ix) promptly (but in any event, within three business days) notify the selling Holders of Registrable Securities, their counsel and the managing underwriters, if any, and confirm such notice in writing: 1) when a prospectus or any supplement or post-effective amendment to such prospectus has been filed and, with respect to a Registration Statement or any post-effective amendment thereto, when the same has become effective; 2) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or related prospectus or for additional information; 3) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any prospectus or the initiation of any proceedings by any Person for that purpose; 4) if at any time the representations and warranties of the Company contemplated by Section 4(b) below cease to be true and correct in any material respect;

Company Covenants. Whenever required under this Section 15 7 to include Registrable Shares in a Registration Statement, the Company shall, as expeditiously as reasonably possible: (a) Use its commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement to remain effective until the earlier of the Holder having have completed the distribution of all its his Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date as may be appropriate by reason of suspensions of the effectiveness of the Registration Statement as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permitspermit, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) SEC such amendments and supplements to such Registration Statement, and the prospectus used in connection with such Registration Statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (c) Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c). (d) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Holder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (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 of such offering. (f) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (ai) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (bii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts every effort to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. Statement at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (div) 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 the light of the circumstances then existing. (g) Cause all such Registrable Shares registered hereunder thereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.

Company Covenants. Whenever the Company is hereunder required to use all commercially reasonable efforts to effect the registration under this the Securities Act of any Registrable Securities as provided in Section 15 to include Registrable Shares in a Registration Statement2 or 3, the Company shall, as expeditiously as reasonably possiblewill: (ai) Use its prepare and file (in the case of a Demand Registration, within forty-five (45) days of the initial notice from the requisite holders of Registrable Securities) with the Commission the requisite Registration Statement to effect such registration and thereafter use all commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement effective, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Subsection 3(a), its securities which are Registrable Securities) at any time prior to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or relating thereto; (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, Statement and the prospectus used in connection with such Registration Statement, therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.Statement until the earlier of (a) such time as all such securities have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement and (b) the expiration of one hundred eighty (180) days from the date such Registration Statement first becomes effective (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of any event described in Section 4(a)(v)(a) or (b) or 4(a) (vii)), at which time the Company shall have the right to deregister any of such securities which remain unsold; (ciii) Furnish furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of the Holder Registration Statement, and of each amendment and supplement thereto, such numbers number of copies of a prospectus, including a preliminary the prospectus as amended or supplemented from time to timecontained in such Registration Statement and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as it such seller may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c).request; (div) Use its use all commercially reasonable efforts to register and or qualify the all securities covered by such Registration Statement under such other federal securities or state securities blue sky laws of jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as the Registration Statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions as shall be reasonably requested of the securities owned by the Holder; providedsuch seller, however, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to (a) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not be obligated to be so qualified but for the requirements of this subsection; (b) subject itself to taxation in any such jurisdiction; or to file a general (c) consent to general service of process in any such states jurisdiction; (v) se all commercially reasonable efforts to (a) obtain the withdrawal of any order suspending the effectiveness of such Registration Statement or jurisdictions, unless sales thereunder at the Company is already subject earliest possible time and (b) cause all Registrable Securities covered by such Registration Statement to service in be registered with or approved by such jurisdiction and except other governmental agencies or authorities of United States jurisdictions as may be required necessary to enable the seller thereof to consummate the disposition of such Registrable Securities; (vi) in connection with any registration pursuant to this Agreement, furnish to each seller of Registrable Securities a signed counterpart, addressed to such seller and the underwriters, of: (a) an opinion of counsel for the Company dated the effective date of the Registration Statement (and dated the closing date under any underwriting agreement), reasonably satisfactory in form and substance to such seller, and (b) a "comfort letter" or a "procedures letter" dated the effective date of the Registration Statement (and dated the date of the closing under any underwriting agreement), signed by the Securities Act.independent public accountants who have audited the Company's financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement and, in the case of the "comfort letter," with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities, and, in the case of the legal opinion, such other legal matters, and, in the case of the "comfort letter," such other financial matters, as such seller or the underwriter may reasonably request; (evii) 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 of such offering. (f) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the notify each seller of Registrable Securities covered by such Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event promptly after the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (d) of the happening of any event as a result of which discovers that the prospectus included in such Registration Statement, Statement as then in effect, 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 the light of the circumstances then existing.under which they were made, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such 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 in the light of the circumstances under which they were made; (gviii) Cause otherwise use all such Registrable Shares registered hereunder commercially reasonable efforts to comply with all applicable rules and regulations of the Commission; (ix) provide and cause to be listed maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement; (x) use all commercially reasonable efforts to list all Registrable Securities covered by such Registration Statement on each a securities exchange or quotation service on which similar securities issued by the Company are then listed and shall take any other action necessary or quoted.advisable to facilitate the disposition of such Registrable Securities; (hxi) Provide use all commercially reasonable efforts to facilitate timely preparation and delivery (under regular-way settlement procedures) of certificates representing Registrable Securities to be sold free of restrictions; and (xii) take all steps reasonably necessary to assure compliance with any applicable provisions of the Investment Company Act of 1940, as amended, including, but not limited to, registration of the Company, or the election on behalf of the Company to be regulated as a transfer agent business development company, under that Act. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and registrar for the distribution of such securities (which, in the case of a non-underwritten offering, may include sales under Rule 144 under the Securities Act) as the Company may reasonably request, in writing. Any Person participating in any Demand Registration or Piggyback Registration must (a) agree to sell their Registrable Securities on the basis provided in the underwriting agreement, if any, and (b) complete and execute all documents required under this Agreement or the underwriting agreement, if any. Each holder of Registrable Shares registered Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in subparagraph (vii) of this Subsection 4(a), such holder will discontinue immediately such holder's disposition of securities pursuant hereunder and CUSIP number for to the Registration Statement until such holder receives copies of the supplemented or amended prospectus contemplated by such subparagraph (vii) and, if so directed by the Company, will deliver to the Company all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Shares, in each case not later than Securities current at the effective date time of receipt of such registrationnotice.

Company Covenants. Whenever If and whenever the Company is required under to use its reasonable best efforts to effect a registration or underwritten shelf takedown as provided in this Section 15 to include Agreement of any Registrable Shares in a Registration StatementSecurities, the Company shall, as expeditiously as reasonably possible: (ai) Use use its commercially reasonable best efforts to prepare and file, or cause to be prepared and filed as soon as reasonably practicable, a registration statement on any form for which the Company then qualifies that is available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its reasonable best efforts to cause such Registration Statement registration statement to become effective and cause such Registration Statement to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during for the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, specified in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or clause (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (ibelow) and effective; (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) SEC such amendments and supplements to such Registration Statement, registration statement and the prospectus used in connection with such Registration Statement, therewith as may be necessary to comply keep such registration statement effective for a period of either (A) not less than (1) three months if such registration statement relates to an underwritten offering, or such longer period as a prospectus is required by applicable law to be delivered in connection with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (c) Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition sales of Registrable Shares owned Securities by an underwriter or dealer in connection therewith or (2) three years in the Holder; provided that, in no event, shall case of shelf registration statements (or such shorter period ending on the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c). (d) Use its commercially reasonable efforts to register and qualify date that the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Holdershelf registration statement cease to constitute Registrable Securities); provided, however, that that, in the case of either clause (1) or (2), if the Company gives the notice under clause (v) below, such period shall not be required extended by the number of days during the period from the date of such notice to the date the Company files with the SEC the supplemented or amended prospectus contemplated by clause (v) or (B) such shorter period as will terminate when all of the Registrable Securities covered by such registration statement have been disposed of in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service accordance with the intended methods of process disposition by the Holders thereof set forth in such registration statement (but in any such states or jurisdictions, unless event not before the Company is already subject to service in such jurisdiction and except as may be expiration of any longer period required by under the Securities Act.); (eiii) In furnish to each Holder of Registrable Securities such number of copies, without charge, of such registration statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus or any other prospectus (including any “issuer free writing prospectus” as defined under Rule 433 under the event Securities Act), and all exhibits and other documents filed therewith, as such Holder may reasonably request, in each case, unless such documents have been filed on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system; (iv) notify each Holder of Registrable Securities covered by such registration statement of any underwritten public offering, enter into stop order issued by the SEC and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.take all reasonable actions required to remove it; (fv) Notify the Holdernotify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC happening of any stop order event which becomes known to the Company that causes the prospectus included in such registration statement to contain an untrue statement of a material fact or an omission to state any material fact required to be stated therein or necessary to make the initiation of proceedings for that purpose (in which event statements therein not misleading, and the Company shall make use commercially reasonable efforts promptly prepare and file with the SEC an amendment or supplement to obtain such registration statement or prospectus such that the withdrawal prospectus shall not contain such untrue statement or omission; (vi) notify each Holder of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) Registrable Securities covered by such registration statement of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; (vii) use its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as any underwriter of Registrable Securities covered by such registration statement reasonably requests; and (d) of provided, however, that 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 Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be stated therein required to qualify, (B) subject itself to taxation in any such jurisdiction or necessary (C) consent to make the statements therein not misleading general service of process in any such jurisdiction; (viii) in the light case of an underwritten offering, enter into an underwriting agreement in customary form with the circumstances then existing.underwriters for such offering; (gix) Cause in the case of an underwritten offering effected pursuant to Section 3.1, make available its officers, employees and personnel and otherwise provide reasonable assistance to the underwriters in their marketing of Registrable Securities as the underwriters shall reasonably request, including participation in “roadshow” presentations or such other selling efforts as the underwriters shall reasonably request; and (x) use its reasonable best efforts to cause all Registrable Securities covered by such Registrable Shares registered hereunder registration statement to be listed on each the national securities exchange or national market interdealer quotation service system on which similar securities issued by the Company are Common Stock is then listed or quotedlisted. (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.

Company Covenants. Whenever required under this Section 15 9 to include Registrable Shares in a Registration Statement, the Company shall, as expeditiously as reasonably possible: : (ai) Use its commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, and the prospectus used in connection with such Registration Statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (c) Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c). (d) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Holder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (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 of such offering. (f) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (d) 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 the light of the circumstances then existing. (g) Cause all such Registrable Shares registered hereunder to be listed on each exchange or quotation service on which similar securities issued by the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.

Company Covenants. Whenever the Company is hereunder required to use its best efforts to effect the registration under this the Securities Act of any Registrable Securities as provided in Section 15 to include Registrable Shares in a Registration Statement2 or 3, the Company shall, as expeditiously as reasonably possiblewill: (ai) Use prepare and file with the Commission the requisite Registration Statement to effect such registration and thereafter use its commercially reasonable best efforts to cause such Registration Statement to become effective and cause such Registration Statement effective, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 3(a), its securities which are Registrable Securities) at any time prior to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or relating thereto; (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement. (b) Prepare prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) commission such amendments and supplements to such Registration Statement, Statement and the prospectus used in connection with such Registration Statement, therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement until such securities have been disposed of by the sellers thereof set forth in such Registration Statement.; (ciii) Furnish furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of the Holder Registration Statement, and of each amendment and supplement thereto, such numbers number of copies of a prospectus, including a preliminary the prospectus as amended or supplemented from time to timecontained in such Registration Statement and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as it such seller may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c).request; (div) Use use its commercially reasonable best efforts to register and or qualify the all securities covered by such Registration Statement under such other federal securities or state securities blue sky laws of U.S. jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as the Registration Statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions as shall be reasonably requested of the securities owned by the Holder; providedsuch seller, however, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to (a) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not be obligated to be so qualified but for the requirements of this subsection or to file a general (b) consent to general service of process in any such states jurisdiction; (v) use its best efforts to cause all Registrable Securities covered by such Registration Statement to be registered with or jurisdictions, unless the Company is already subject to service in approved by such jurisdiction and except other governmental agencies or authorities of United States jurisdictions as may be required by necessary to enable the Securities Act.seller thereof to consummate the disposition of such Registrable Securities; (evi) In furnish to each seller of Registrable Securities a signed counterpart, addressed to such seller and the event of any underwritten public offeringunderwriters, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.of: (fx) Notify an opinion of counsel for the Holder, at any time when a prospectus relating thereto is required to be delivered under Company dated the Securities Act, (a) when effective date of the Registration Statement or any post-(and dated the closing date under the underwriting agreement), reasonably satisfactory in form and substance to such seller, and (y) a customary "comfort letter" dated the effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness date of the Registration Statement. at Statement (and dated the earliest possible time or prevent the entry thereof); (c) date of the receipt closing under the underwriting agreement), signed by the Company of any notification with respect to independent public accountants who have certified the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (d) of the happening of any event as a result of which the prospectus Company's financial statements included in such Registration Statement, as then in effectcovering substantially the same matters with respect to such Registration Statement and, 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 the light case of the circumstances then existing. (g) Cause all such Registrable Shares registered hereunder "comfort letter," with respect to be listed on each exchange or quotation service on which similar securities issued by events subsequent to the Company are then listed or quoted. (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities, and, in the case of the legal opinion, such other legal matters, and, in the case of the "comfort letter," such other financial matters, as such seller or the underwriter may reasonably request;