Common use of Covenants of the Holder Clause in Contracts

Covenants of the Holder. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4(b) and (c) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of such sale by delivering to the Company a completed and executed copy of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. Each of the Holders hereby agrees (ai) It shall be a condition precedent to cooperate with the Company and to furnish to the obligations Company the information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company to take any action pursuant to Section 2 in connection with the preparation of a Registration Statement or Section 3 hereof Prospectus with respect to such Holder’s Registrable Securities and any filings with any state securities commissions as the Company may reasonably request (and to promptly notify the Company of any material changes in such information set forth in a Registration Statement prior to and during the effectiveness of such Registration Statement), (ii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, and (iii) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with the Company, against any selling Holder and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (A) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with information regarding such Holder shall furnish or its plan of distribution or its ownership interests, which was furnished to the Company in writing by such information regarding itselfHolder for use therein, or (B) an untrue statement or alleged untrue statement contained in any offer made by such Holder relating to the Registrable Securities held by it, and the intended method of disposition of such securities that constitutes a “free writing prospectus” as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated defined in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4(b) and (c) it will comply with the prospectus delivery requirements Rule 405 of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration StatementAct. (c) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of such sale by delivering to the Company a completed and executed copy of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. Each of the Holders hereby agrees (ai) It shall be a condition precedent to cooperate with the Company and to furnish to the obligations Company the information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company in connection with the preparation of a Registration Statement or Prospectus with respect to take such Holder’s Registrable Securities and any action filings with any state securities commissions as the Company may reasonably request (and to promptly notify the Company of any material changes in such information set forth in a Registration Statement prior to and during the effectiveness of such Registration Statement), (ii) if the Company complies with its obligations to timely file a final Prospectus pursuant to Section 2 3.6 of this Agreement relating to a sale of Registrable Securities of such Holder, to deliver or Section 3 hereof cause delivery of such final Prospectus to any purchaser of such Registrable Securities from such Holder if the Holder is required by the Securities Act or the rules and regulations thereunder to deliver the Prospectus in connection with respect the sale of such Registrable Securities to such purchaser; provided, however, that no delivery of the Prospectus shall be required of any Holder pursuant to this subsection (ii) if such Prospectus is deemed delivered pursuant to Rule 172 under the Securities Act, (iii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, and (iv) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with the Company, against any selling Holder and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (A) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such Holder shall furnish statement or omission occurs from reliance upon and in conformity with written information regarding such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company in writing by such information regarding itselfHolder for use therein, (B) if the Company complies with its obligations to timely file a final Prospectus pursuant to Section 3.6 of this Agreement relating to a sale of Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each , the failure by such Holder agrees by its acquisition to deliver or cause delivery of such final Prospectus to any purchaser of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under from such Holder if the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated Holder is required by Section 4(b) and (c) it will comply with the prospectus delivery requirements of the Securities Act as applicable or the rules and regulations thereunder to it deliver the Prospectus in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Each Holder agrees by its acquisition sale of such Registrable Securities to such purchaser; provided that, upon receipt for purposes of a notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(vthis subsection (B), such Holder will forthwith discontinue disposition failure shall not include in any event any deemed delivery of such Prospectus pursuant to Rule 172 under the Securities Act or (C) an untrue statement or alleged untrue statement contained in any offer made by such Holder relating to the Registrable Securities until such Holder's receipt that constitutes a “free writing prospectus” as defined in Rule 405 of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration StatementSecurities Act. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of such sale by delivering to the Company a completed and executed copy of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4(b) and (c) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable ------ Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of such sale by delivering to the Company a completed and executed copy of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. Each Holder hereby agrees (a) It shall be a condition precedent to the obligations of cooperate with the Company and to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company all such information regarding itself, concerning his plan of distribution and ownership interests with respect to his Registrable Shares in connection with the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies preparation of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective filings with any state securities commissions as contemplated the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement to any purchaser of the shares covered by Section 4(b) the Registration Statement from the Holder and (c) it will comply with to indemnify the prospectus delivery requirements Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act as applicable Act, and each other person, if any, subject to it in liability because of his connection with sales the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of Registrable Securities pursuant or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either a Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the Registration Statement. (c) Each Holder agrees by its acquisition extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder, his plan of such Registrable Securities thatdistribution or ownership interests, upon receipt of a notice from which was furnished to the Company by such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the occurrence of any event of final prospectus (as supplemented or amended, as the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), case may be) or 4(c)(v), (ii) the failure by such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of to deliver or cause to be delivered the copies of Prospectus contained in the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j)(as amended or supplemented, or until it is advised in writing (the "Advice"if applicable) furnished by the Company that to such Holder to any purchaser of the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated shares covered by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of from such sale by delivering to the Company a completed and executed copy Holder through no fault of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common StockCompany. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. Each of the Holders (severally and not jointly) hereby agrees (a) It shall be a condition precedent to the obligations of cooperate with the Company and to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company all such information regarding itself, concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the Registrable Securities held by it, and the intended method preparation of disposition of such securities as shall be required a Resale Registration Statement with respect to effect the registration of such Holder's ’s Registrable Securities. Shares and any filings with any state securities commissions as the Company may reasonably request, (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer to deliver to the selling broker or sell any Registrable Securities under the Registration Statement until it has received copies to otherwise cause delivery of the Prospectus as then amended or supplemented as contemplated contained in Section 4(g) and notice from the Company that such Resale Registration Statement and to any post-effective amendments thereto have become effective as contemplated purchaser of the shares covered by Section 4(b) such Resale Registration Statement from such Holder and (c) it will comply with to indemnify the prospectus delivery requirements Company, its officers, directors, employees, agents, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of the Securities Act as applicable Act, and each other Person, if any, subject to it in liability because of his connection with sales the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of Registrable Securities pursuant or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Resale Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the Registration Statement. (c) Each Holder agrees by extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder, its acquisition plan of such Registrable Securities thatdistribution or its ownership interests, upon receipt of a notice from which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the occurrence of any event of final prospectus (as supplemented or amended, as the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), case may be) or 4(c)(v), (ii) the failure by such Holder will forthwith discontinue disposition of to deliver to the selling broker or to otherwise cause to be delivered the Prospectus contained in such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Resale Registration Statement contemplated by Section 4(j)(as amended or supplemented, or until it is advised in writing (the "Advice"if applicable) furnished by the Company that to such Holder to any purchaser of the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated shares covered by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Resale Registration Statement that it shall so advise the Company of from such sale by delivering to the Company a completed and executed copy Holder through no fault of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common StockCompany. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. Each Holder hereby severally agrees (a) It shall be a condition precedent to the obligations of cooperate with the Company and to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company all such information regarding itselfconcerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of the Registration Statement and any filings with any state securities commissions as the Company may reasonably request, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each Holder agrees to deliver or cause delivery of the Prospectus contained in the Registration Statement to any purchaser of the shares covered by the Registration Statement from the Holder, and (c) to indemnify the Company, its acquisition officers, directors, employees, agents, representatives and affiliates, and each Person, if any, who controls the Company within the meaning of such Registrable the Securities that Act, and each other Person, if any, subject to liability because of his connection with the Company, against all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) it will any untrue statement or alleged untrue statement of material fact contained in either a Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not offer misleading, if and solely to the extent that such statement or sell omission occurs from reliance upon and in conformity with written information regarding such Holder, its plan of distribution or ownership interests, which was furnished to the Company by such Holder or the Holder's representatives expressly for use therein or (ii) the failure by such Holder to deliver or cause to be delivered the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder to any purchaser of the Registrable Securities Shares covered by the Registration Statement from such Holder through no fault of the Company. The obligation of a Holder to provide indemnification under this Section 6 shall be limited to the proceeds (net of underwriting commissions and discounts) received by such Holder from the sale of Registrable Shares under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that which gives rise to such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4(b) and (c) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statementobligation. (c) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of such sale by delivering to the Company a completed and executed copy of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. The Holder hereby agrees (a) It shall be a condition precedent to the obligations of the cooperate with THE Company and to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company all such information regarding itself, in connection with the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies preparation of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective filings with any state securities commissions as contemplated by Section 4(bthe Company may reasonably request, (b) and (c) it will comply with to deliver or cause delivery of the prospectus delivery requirements contained in the Registration Statement to any purchaser of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant shares covered by the Registration Statement from the Holder to the Registration Statement. extent required by applicable law, (ce) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from to notify the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Shares by the Holder and (d) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities pursuant Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement or the prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that it shall so advise such statement or omission arose out of or was based upon information regarding the Company Holder or its plan of such sale by delivering distribution which was furnished to the Company a completed and executed copy of by the Notice of Sale LetterHolder for use therein, a copy of which is attached hereto or (ii) the failure by the Holder to deliver or cause to be delivered the prospectus contained in the Registration Statement (as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Actamended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will the Holder have any obligation under this Section 7 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (ii) the total amount for which the Holder shall be liable under this Section 7 shall not in any event exceed the aggregate proceeds received by it from the sale of the Holder's Registrable Shares in such registration The obligations of the Holder under this Section 7 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of the Holder. Each of the Holders (severally and not ----------------------- jointly) hereby agrees (a) It shall be a condition precedent to the obligations of cooperate with the Company and to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company all such information regarding itself, concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the Registrable Securities held by it, and the intended method preparation of disposition of such securities as shall be required a Resale Registration Statement with respect to effect the registration of such Holder's Registrable Securities. Shares and any filings with any state securities commissions as the Company may reasonably request, (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer to deliver to the selling broker or sell any Registrable Securities under the Registration Statement until it has received copies to otherwise cause delivery of the Prospectus as then amended or supplemented as contemplated contained in Section 4(g) and notice from the Company that such Resale Registration Statement and to any post-effective amendments thereto have become effective as contemplated purchaser of the shares covered by Section 4(b) such Resale Registration Statement from such Holder and (c) it will comply with to indemnify the prospectus delivery requirements Company, its officers, directors, employees, agents, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of the Securities Act as applicable Act, and each other Person, if any, subject to it in liability because of his connection with sales the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of Registrable Securities pursuant or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Resale Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the Registration Statement. (c) Each Holder agrees by extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder, its acquisition plan of such Registrable Securities thatdistribution or its ownership interests, upon receipt of a notice from which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the occurrence of any event of final prospectus (as supplemented or amended, as the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), case may be) or 4(c)(v), (ii) the failure by such Holder will forthwith discontinue disposition of to deliver to the selling broker or to otherwise cause to be delivered the Prospectus contained in such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Resale Registration Statement contemplated by Section 4(j)(as amended or supplemented, or until it is advised in writing (the "Advice"if applicable) furnished by the Company that to such Holder to any purchaser of the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated shares covered by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Resale Registration Statement that it shall so advise the Company of from such sale by delivering to the Company a completed and executed copy Holder through no fault of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common StockCompany. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. Each of the Holders (severally and not jointly) hereby agrees (a) It shall be a condition precedent to the obligations of cooperate with the Company and to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company all such information regarding itself, concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the Registrable Securities held by it, and the intended method preparation of disposition of such securities as shall be required a Resale Registration Statement with respect to effect the registration of such Holder's Registrable Securities. Shares and any filings with any state securities commissions as the Company may reasonably request, (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer to deliver to the selling broker or sell any Registrable Securities under the Registration Statement until it has received copies to otherwise cause delivery of the Prospectus as then amended or supplemented as contemplated contained in Section 4(g) and notice from the Company that such Resale Registration Statement and to any post-effective amendments thereto have become effective as contemplated purchaser of the shares covered by Section 4(b) such Resale Registration Statement from such Holder and (c) it will comply with to indemnify the prospectus delivery requirements Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act as applicable Act, and each other person, if any, subject to it in liability because of his connection with sales the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of Registrable Securities pursuant or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Resale Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the Registration Statement. (c) Each Holder agrees by extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder, its acquisition plan of such Registrable Securities thatdistribution or its ownership interests, upon receipt of a notice from which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the occurrence of any event of final prospectus (as supplemented or amended, as the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), case may be) or 4(c)(v), (ii) the failure by such Holder will forthwith discontinue disposition of to deliver to the selling broker or to otherwise cause to be delivered the Prospectus contained in such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Resale Registration Statement contemplated by Section 4(j)(as amended or supplemented, or until it is advised in writing (the "Advice"if applicable) furnished by the Company that to such Holder to any purchaser of the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated shares covered by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Resale Registration Statement that it shall so advise the Company of from such sale by delivering to the Company a completed and executed copy Holder through no fault of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common StockCompany. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. The Holder hereby agrees (a) It shall be a condition precedent to the obligations of cooperate with the Company and to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company all such information regarding itself, in connection with the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies preparation of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective filings with any state securities commissions as contemplated the Company may reasonably request, (b) to deliver or cause delivery of the prospectus contained in the Registration Statement to any purchaser of the shares covered by Section 4(b) and the Registration Statement from the Holder, (c) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from notify the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Shares by such Holder and (d) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities pursuant Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement or the prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that it shall so advise such statement or omission arose out of or was based upon information regarding the Company Holder or its plan of such sale by delivering distribution which was furnished to the Company a completed and executed copy of by the Notice of Sale LetterHolder, a copy of which is attached hereto in writing, for use therein, or (ii) the failure by the Holder to deliver or cause to be delivered the prospectus contained in the Registration Statement (as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Actamended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of the Holder. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4(b) and (c) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable Prospectus ------ may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of such sale by delivering to the Company a completed and executed copy of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. Holder hereby agrees: (a) It shall be a condition precedent to the obligations of cooperate with the Company and to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company all such information regarding itselfin connection with the preparation of the Registration Statement and any filings with any state securities commissions as the Company may reasonably request; (b) to the extent required by the Securities Act, to deliver or cause delivery of the Registrable Securities held prospectus contained in the Registration Statement to any purchaser of the Common Shares covered by itthe Registration Statement from Holder; (c) to notify the Company of any sale of Common Shares by Holder; and (d) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the intended method Company within the meaning of disposition the Securities Act, and each other person, if any, subject to liability because of his or her connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement or the prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission was based upon information regarding such Holder or its plan of distribution which was furnished to the Company in writing by such Holder for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered the prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder to any purchaser of the Common Shares covered by the Registration Statement from such Holder. Notwithstanding the foregoing, (i) in no event xxxx Xxxxxx have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such securities as Holder (which consent shall not be unreasonably withheld) and (ii) the total amount for which Holder shall be required to effect liable under this Section 6 shall not in any event exceed the registration aggregate net proceeds received by him, her or it from the sale of such Holder's Registrable Securities. (b) Each Common Shares in such registration. The obligations of the Holder agrees by its acquisition under this Section 6 shall survive the completion of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the offering of Common Shares pursuant to a Registration Statement until it has received copies under this Agreement or otherwise and shall survive the termination of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4(b) and (c) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statementthis Agreement. (c) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of such sale by delivering to the Company a completed and executed copy of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. Each of the Holders (severally and not jointly) hereby agrees (a) It shall be a condition precedent to cooperate with the Company and to furnish to the obligations Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares and such other information as the Company may reasonably request in connection with the preparation of the Registration Statement and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver to the selling broker or to otherwise cause delivery of the Prospectus contained in such Registration Statement to any purchaser of the shares covered by the Registration Statement from such Holder, (c) to sell such Holder's Registrable Shares only in the manner set forth in the Registration Statement, (d) to comply with the anti-manipulation rules under the Exchange Act in connection with purchases and sales of securities of the Company during the time the Registration Statement remains effective, (e) to take any action suspend sales during the periods when sales are to be suspended pursuant to Section 2 or Section 3 hereof 10, (f) to furnish to the Company in writing such information requested by the Company with respect to themselves and the proposed distribution by them as shall be necessary in order to assure compliance with federal and applicable state securities laws, (g) to comply with any stop transfer orders placed with the transfer agent with respect to the certificates representing the Registrable Securities of any selling Holder Shares, provided that such Holder shall furnish stop transfer orders are consistent with the other provisions of this Agreement, and (h) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of the Securities Act, and each other Person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by such information regarding itself, Holder for use therein unless such statement or omission was corrected in writing to the Registrable Securities held by it, and Company not less than three (3) business days prior to the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies date of the final prospectus (as supplemented or amended, as the case may be), or (ii) the failure by such Holder to deliver to the selling broker or to otherwise cause to be delivered the Prospectus as then amended or supplemented as contemplated contained in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective (as contemplated by Section 4(bamended or supplemented, if applicable) and (c) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") furnished by the Company that to such Holder to any purchaser of the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated shares covered by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of from such sale by delivering to the Company a completed and executed copy Holder through no fault of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common StockCompany. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable

Covenants of the Holder. The Holder hereby agrees (a) It shall be a condition precedent to cooperate ----------------------- with the Company and to furnish to the obligations Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the Company to take any action pursuant to Section 2 or Section 3 hereof preparation of a Registration Statement with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. Shares and any filings with any state securities commissions as the Company may reasonably request, (b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer to deliver to the selling broker or sell any Registrable Securities under the Registration Statement until it has received copies to otherwise cause delivery of the Prospectus as then amended or supplemented as contemplated contained in Section 4(g) and notice from the Company that such Registration Statement and (other than an Issuance Registration Statement) to any post-effective amendments thereto have become effective as contemplated purchaser of the shares covered by Section 4(b) such Registration Statement from the Holder and (c) it will comply with to indemnify the prospectus delivery requirements Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act as applicable Act, and each other person, if any, subject to it in liability because of his connection with sales the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of Registrable Securities pursuant or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the Registration Statement. (c) Each Holder agrees by extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its acquisition plan of such Registrable Securities thatdistribution or its ownership interests, upon receipt of a notice from which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the occurrence of any event of final prospectus (as supplemented or amended, as the kind described case may be) or (ii) the failure by the Holder to deliver to the selling broker or to otherwise cause to be delivered the Prospectus contained in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j)(as amended or supplemented, or until it is advised in writing (the "Advice"if applicable) furnished by the Company that the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Holder to any purchaser of the shares covered by such Registration Statement that it shall so advise from the Company of such sale by delivering to the Company a completed and executed copy Holder through no fault of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A. (e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common StockCompany. (f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with Regulation M under the Exchange Act, if applicable