Common use of Company’s Obligation Clause in Contracts

Company’s Obligation. Subject to receipt of necessary information in writing from the Purchaser, including without limitation, a Questionnaire (a copy of which is attached hereto as Exhibit A) from the Purchaser, the Company will prepare and file with the SEC, as soon as practicable after the Initial Closing, but in no event later than thirty (30) days from the Initial Closing, the Registration Statement to enable the continuous or delayed resale (pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) of the Registrable Securities by the Purchaser from time to time during the Registration Period (defined below). The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable after filing. The Company will use its commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement current and effective for a period not exceeding the earlier of (a) two years from the date of the last Closing to take place pursuant to the Purchase Agreement, (b) until all Registrable Securities may be sold without volume restrictions pursuant to Rule 144, or (c) the date on which neither the Purchaser nor any permitted assignee or transferee holds any Registrable Securities (the “Registration Period”). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Purchaser will have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement. The parties understand and agree that the offer and sale of Registrable Securities pursuant to the Registration Statement will not be underwritten. The Company may defer for a period of not more than ninety (90) days effecting, or to taking any action to effect, any registration pursuant to this Section 2.1 if the Chief Executive Officer of the Company signs and delivers to the Purchaser a certificate stating that the Board of Directors of the Company in good faith reasonably believes, that proceeding with the registration would be materially detrimental to the Company.

Company’s Obligation. Each RSU represents the right to receive a share of Stock (a “Share”) on the vesting date. Unless and until the RSUs vest, you will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Settlement of any vested RSUs shall be made in whole Shares only. Vesting Subject to receipt the next paragraph (Forfeiture upon Termination of necessary information in writing from the Purchaser, including without limitation, a Questionnaire (a copy of which is attached hereto as Exhibit A) from the PurchaserService), the Company RSUs awarded by this Agreement will prepare and file with vest according to the SECvesting schedule specified in the Notice of Grant. Forfeiture upon Termination of Service Notwithstanding any contrary provision of this Agreement or the Notice of Grant, as soon as practicable after the Initial Closing, but in if you terminate Service for any or no event later than thirty (30) days from the Initial Closingreason prior to vesting, the Registration Statement unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to enable the continuous Company. Payment after Vesting Any RSUs that vest hereunder will be paid to you (or delayed resale (pursuant in the event of your death, to Rule 415 promulgated under your estate) in Shares. Tax Withholding Currently there is no required US tax withholding with respect to this grant. If withholding should become required, then notwithstanding any contrary provision of this Agreement, no Shares shall be distributed to you unless and until you have made satisfactory arrangements with respect to the Securities Act payment of 1933income, as amended (employment and any other taxes which must be withheld with respect to such Shares. With the “Securities Act”)) Company’s consent, these arrangements may include withholding shares of Company stock that otherwise would be issued to you with a Fair Market Value equal to the minimum amount statutorily required to be withheld. Arbitration You and the Company agree that any and all disputes arising out of the Registrable Securities terms of the Notice of Grant, the Plan or this Agreement or their interpretation shall be subject to binding arbitration in Santa Xxxxx County, California before the American Arbitration Association under its California Employment Dispute Resolution Rules, or by the Purchaser from time to time during the Registration Period (defined below). The Company will use its commercially reasonable efforts to cause the Registration Statement a judge to be declared effective by the SEC as soon as practicable after filingmutually agreed upon. The Company will use its commercially reasonable efforts to prepare You and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement current and effective for a period not exceeding the earlier of (a) two years from the date of the last Closing to take place pursuant to the Purchase Agreement, (b) until all Registrable Securities may be sold without volume restrictions pursuant to Rule 144, or (c) the date on which neither the Purchaser nor any permitted assignee or transferee holds any Registrable Securities (the “Registration Period”). Thereafter, the Company agree that the prevailing party in any arbitration shall be entitled to withdraw injunctive relief in any court of competent jurisdiction to enforce the Registration Statement arbitration award. You and the Purchaser Company agree that the prevailing party in any arbitration shall be awarded reasonable attorney’s fees and costs. Payments after Death Any distribution or delivery to be made to you under this Agreement will, if you are then deceased, be made to the administrator or executor of your estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. Stockholder Rights Neither you nor any person claiming under or through you will have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement. The parties understand and agree that the offer and sale rights or privileges of Registrable Securities pursuant to the Registration Statement will not be underwritten. The Company may defer for a period of not more than ninety (90) days effecting, or to taking any action to effect, any registration pursuant to this Section 2.1 if the Chief Executive Officer of the Company signs and delivers to the Purchaser a certificate stating that the Board of Directors stockholder of the Company in good faith reasonably believesrespect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, that proceeding with recorded on the registration would records of the Company or its transfer agents or registrars, and delivered to you or your broker. Notices Any notice to be materially detrimental given to the CompanyCompany under the terms of this Agreement will be addressed to the Company at 000 Xxxx Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000, Attn: Stock Administration, or at such other address as the Company may hereafter designate in writing or electronically. Xxxxx is Not Transferable Except to the limited extent provided in paragraph, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. You may, however, dispose of this award in your will or through a beneficiary designation. Binding Agreement Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

Company’s Obligation. Subject Each RSU represents the right to receipt receive a share of necessary information the Company’s common stock (a “Share”) on the vesting date. Unless and until the RSUs vest in writing the manner set forth below, you will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the Purchasergeneral assets of the Company. Settlement of any vested RSUs shall be made in whole Shares only, including without limitationsubject to your satisfying any applicable tax withholding obligations as set forth below. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the RSUs is accelerated in connection with the termination of your Service (provided that such termination is a Questionnaire “separation from service” within the meaning of Code Section 409A and the regulations and any guidance promulgated thereunder (“Section 409A”), as determined by the Company), other than due to death, and if (x) you are a copy “specified employee” within the meaning of Section 409A at the time of such termination, and (y) the payment of such accelerated RSUs will result in the imposition of additional tax under Section 409A if paid to you on or within the six (6) month period following your termination, then the payment of such accelerated RSUs will not be made until the date six (6) months and one (1) day following the date of your termination of Service, unless you die following your termination, in which is attached hereto as Exhibit A) from the Purchasercase, the Company RSUs will prepare and file with the SEC, be paid in Shares to your estate as soon as practicable after following your death. It is the Initial Closingintent of this Agreement to comply with the requirements of Section 409A so that none of the RSUs provided under this Agreement or Shares issuable hereunder will be subject to the additional tax imposed under Section 409A, but in no event later than thirty and any ambiguities herein will be interpreted to so comply. Vesting Subject to the next paragraph (30) days from the Initial ClosingForfeiture upon Termination of Service), the Registration Statement RSUs awarded by this Agreement will vest according to enable the continuous vesting schedule specified in the Notice of Grant. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Grant may be adjusted in accordance with the Company’s part-time work policy or delayed resale (pursuant the terms of an agreement between you and the Company pertaining to Rule 415 promulgated under the Securities Act of 1933your part-time schedule. The RSUs awarded by this Agreement will become fully vested if not assumed or substituted for with a comparable award, as amended (provided in Section 10.1 of the “Securities Act”)Plan, or if Section 11.3(d) of the Registrable Securities Plan applies. In addition, the RSUs awarded by this Agreement will become fully vested if the Company is subject to a Change in Control before your Service terminates and you are subject to an Involuntary Termination within 12 months after that Change in Control. For purposes of this Agreement, “Cause” means (a) your unauthorized use or disclosure of the Company’s confidential information or trade secrets, (b) your material failure to comply with the Company’s written policies or rules, (c) your conviction of, or pleas of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof or (d) your gross misconduct. For purposes of this Agreement, “Involuntary Termination” means the termination of your Service by reason of (a) your involuntary discharge by the Purchaser Company (or the Parent, Subsidiary or Affiliate employing you) for reasons other than Cause or (b) your voluntary resignation following (i) a change in your position that materially reduces your level of responsibility or the nature of your functions, (ii) a reduction in your compensation or (iii) receipt of notice that your principal workplace will be relocated more than 50 miles. Forfeiture upon Termination of Service Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if your Service terminates for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company. The Company determines when your Service terminates for this purpose. For purposes of this RSU, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. But your Service terminates when the approved leave ends, unless you return to active work within the time permitted by applicable law or the terms of the approved leave. Payment after Vesting Any RSUs that vest hereunder will be delivered to you (or in the event of your death, to your estate) in Shares. Tax Withholding Notwithstanding any contrary provision of this Agreement and the Notice of Grant, no Shares shall be distributed to you unless and until you have made, in the Company’s judgment, satisfactory arrangements with respect to the payment of income, employment and any other taxes which the Company determines must be withheld with respect to such Shares. The Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit you to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a value equal to the minimum amount statutorily required to be withheld, (c) delivering to the Company already vested and owned Shares having a value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to you through such means as the Committee may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to you. If you fail to make satisfactory arrangements for the payment of any required tax withholding obligations with respect to RSUs that are vesting, the Committee, in its sole discretion, may require you to permanently forfeit such RSUs and any right to receive Shares thereunder and the RSUs will be returned to the Company at no cost. Payments after Death Any distribution or delivery to be made to you under this Agreement will, if you are then deceased, be made to the administrator or executor of your estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. Stockholder Rights Neither you nor any person claiming under or through you will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (or electronic equivalents) have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to you or your broker. No Effect on Employment Your RSU or this Agreement does not give you the right to be retained by the Company or a Subsidiary in any capacity. Your employment with the Company and its Subsidiaries is on an at-will basis only. Accordingly, the terms of your employment with the Company and its Subsidiaries will be determined from time to time during by the Registration Period Company or the Subsidiary employing you (defined belowas the case may be), and the Company or the Subsidiary will have the right, which is hereby expressly reserved, to terminate or change the terms of your employment at any time for any reason whatsoever, with or without good cause or notice. The Company will use its commercially reasonable efforts to cause the Registration Statement Notices Any notice to be declared effective by the SEC as soon as practicable after filing. The Company will use its commercially reasonable efforts to prepare and file with the SEC such amendments and supplements given to the Registration Statement as may Company under the terms of this Agreement will be necessary to keep the Registration Statement current and effective for a period not exceeding the earlier of (a) two years from the date of the last Closing to take place pursuant addressed to the Purchase AgreementCompany at 000 Xxxxxxx Xxxxxx, (b) until all Registrable Securities may be sold without volume restrictions pursuant to Rule 144Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attn: Stock Administration, or (c) the date on which neither the Purchaser nor any permitted assignee or transferee holds any Registrable Securities (the “Registration Period”). Thereafter, at such other address as the Company shall be entitled to withdraw the Registration Statement and the Purchaser will have no further right to offer may hereafter designate in writing or sell any of the Registrable Securities pursuant to the Registration Statement. The parties understand and agree that the offer and sale of Registrable Securities pursuant to the Registration Statement will not be underwritten. The Company may defer for a period of not more than ninety (90) days effecting, or to taking any action to effect, any registration pursuant to this Section 2.1 if the Chief Executive Officer of the Company signs and delivers to the Purchaser a certificate stating that the Board of Directors of the Company in good faith reasonably believes, that proceeding with the registration would be materially detrimental to the Companyelectronically.

Company’s Obligation. Subject to receipt of necessary information in writing from the Purchaser, including without limitation, a Questionnaire (a copy of which is attached hereto as Exhibit A) from the PurchaserHolders, the Company will use its commercially reasonable efforts to prepare and file with the SEC, as soon as practicable after the Initial ClosingClosing Date (as defined in the Asset Purchase Agreement), but in no event later than thirty ninety (3090) days from the Initial ClosingClosing Date, the Registration Statement to enable the continuous or delayed resale (pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) of the Registrable Securities by the Purchaser Holders from time to time during the Registration Period (defined below)) on the American Stock Exchange (or such other market, quotation system or exchange on which the Common Stock may then be listed) or in privately negotiated transactions. The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable after filing. The Once the Registration Statement has been declared effective by the SEC, the Company will use its commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement current and effective for a period not exceeding until the earlier earliest to occur of (ai) two years the expiration of thirty (30) months from the Closing Date extended by the number of days of any Deferral (as defined below) or Suspension (as defined below); (ii) the date of the last Closing to take place pursuant to the Purchase Agreement, (b) until on which all Registrable Securities may be sold without volume restrictions pursuant to within any three-month period under Rule 144, or 144 promulgated under the Securities Act; and (ciii) the date on which neither the Purchaser nor any permitted assignee or transferee holds any all Registrable Securities have been sold pursuant to the Registration Statement or otherwise (the “Registration Period”). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Purchaser Holders will have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement. The parties understand and agree that the offer and sale of Registrable Securities pursuant Subject to the Registration Statement provisions in the following sentence, the Company will not be underwritten. The Company may defer for a period of not more than ninety (90) days effectingobligated to effect, or to taking take any action to effect, any registration pursuant to this Section 2.1 if (a) a material event has occurred or is reasonably likely to occur that has not been publicly disclosed (provided that nothing herein requires the disclosure of such information to the Holders) or (b) the Company reasonably determines in good faith, following consultation with counsel, that a registration would be reasonably likely to materially interfere with any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries (taken as a whole). If any event in clause (a) or (b) occurs, the Company will have the right to defer (a “Deferral”) taking such action for a period of not more than ninety (90) days after written certification by the Company’s Chief Executive Officer of such Deferral is given to the Representative on behalf of the Holders. Notwithstanding the foregoing, the Company signs and delivers shall only be entitled to the Purchaser Deferrals for a certificate stating that the Board period of Directors time not to exceed sixty (60) consecutive days or more than an aggregate of ninety (90) days in any rolling twelve-month period under this Registration Rights Agreement (unless Holders holding Registrable Securities then outstanding representing a majority of all of the Company Holders’ Registrable Securities then outstanding otherwise consent in good faith reasonably believes, that proceeding with the registration would be materially detrimental to the Companywriting).

Company’s Obligation. Subject 2.1 The Company agrees to receipt procure all such infrastructure, facilities, services and third-party products as may be specified by Evosys for performing the Services under this Agreement at no cost to Evosys; and shall provide true, current, complete and accurate information as required by Xxxxxx, during the course of necessary information performance of the Services. 2.2 If the Services are being provided on Milestone basis, then upon completion of each milestone / activity as specified in writing from the Purchaserapplicable SOW, including without limitation, Company shall receive along with invoice a Questionnaire Milestone/ Activity /Project Completion Certificate (a copy of which is attached hereto as Exhibit AMCC) from the Purchaser, the Company will prepare and file with the SEC, as soon as practicable after the Initial Closing, but Evosys a format is given in no event later than thirty Schedule I. Within five (305) days from the Initial Closingreceipt of MCC, Company shall inform in writing to Evosys of any queries and or issues in Milestone completion. Within five (5) days from receipt of any such matter, Evosys shall resolve the Registration Statement queries and or issues provided they do not require any Change Request. In case a Change Request is required, Evosys shall inform the Company and the procedure for Change Request shall be followed and MCC except for Change Request shall be accepted by the Company and signed and delivered to enable Evosys in lieu thereof, latest within fifteen (15) days from the continuous initial receipt of MCC. In case no issues and or queries are raised within the five (5) days from receipt of MCC by the Company, Evosys shall be free to assume that the Milestone is acceptable to Company, payment for it shall become due and payable as per this Agreement and Evosys shall move on to next stage. However, it shall not do away with the responsibility of Company to return a duly signed MCC latest within fifteen (15) days from the initial receipt of MCC. Non-payment or delayed resale (pursuant payment of Milestone payments by Company, post acceptance, whether by signed return of MCC or by efflux of time, shall be a breach of this Agreement, liable to Rule 415 promulgated all the remedies available to Evosys under this Agreement as well as under the Securities Act law. 2.3 In case of 1933any personnel deployed by Evosys are working at Company’s site, as amended (the “Securities Act”)) of the Registrable Securities by the Purchaser from time to time during the Registration Period (defined below). The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable after filing. The Company will use its commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement current and effective for a period not exceeding the earlier of (a) two years from the date of the last Closing to take place pursuant to the Purchase Agreement, (b) until all Registrable Securities may be sold without volume restrictions pursuant to Rule 144, or (c) the date on which neither the Purchaser nor any permitted assignee or transferee holds any Registrable Securities (the “Registration Period”). Thereafter, the Company shall be entitled ensure the safety of such personnel and shall not employ such personnel on any work which in the opinion of any prudent man is inappropriate or inferior to withdraw the Registration Statement his/her qualifications and the Purchaser will have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement. The parties understand and agree that the offer and sale of Registrable Securities pursuant to the Registration Statement will not be underwritten. The Company may defer for a period of not more than ninety (90) days effecting, or to taking any action to effect, any registration pursuant to this Section 2.1 if the Chief Executive Officer of the Company signs and delivers to the Purchaser a certificate stating that the Board of Directors of the Company in good faith reasonably believes, that proceeding with the registration would be materially detrimental to the Companyexperience.