Common use of Demand Registration Procedures Clause in Contracts

Demand Registration Procedures. In connection with the Company’s registration obligations hereunder with respect to a Demand Registration Statement, the Company shall: (a) Not less than three Trading Days prior to the filing of each Demand Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to the Holders and to one counsel to the Holders (“Purchaser Counsel”) copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. (c) Notify the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Demand Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any 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. (d) Use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder and Purchaser Counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market. (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (k) Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request).

Demand Registration Procedures. In connection with the Company’s registration obligations hereunder with respect to a Demand Registration Statement, the Company shall: (a) a. Not less than three Trading Days prior to the filing of each Demand Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to the Holders and to one counsel to the Holders (“Purchaser Counsel”) copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (i) b. Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission with respect possible to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. (c) c. Notify the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Demand Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any 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. (d) d. Use its commercially reasonable best efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) e. Furnish to each Holder and Purchaser CounselHolder, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) f. Promptly deliver to each Holder and Purchaser CounselHolder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) g. In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser Parent evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market. (h) h. Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially reasonable best efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) i. Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Merger Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (k) j. Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) k. If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) l. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) m. Comply with all applicable rules and regulations of the Commission. (o) n. The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 100,000 in aggregate offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Holder Request).

Demand Registration Procedures. In connection with If and whenever the Company’s Company is required to use reasonable efforts to effect the registration obligations hereunder with respect to a Demand Registration Statementof any Registrable Securities under the Securities Act as provided in Section 2.1 above, the Company shallshall as expeditiously as possible: (ai) Not less prepare and (as soon thereafter as possible or in any event no later than three Trading Days prior 60 days after the first Demand Request) file with the Commission the requisite registration statement to the effect such registration and thereafter use reasonable efforts to cause such registration statement to become effective; provided, that (A) a reasonable time before filing of each Demand Registration Statement a registration statement or prospectus or other offering materials, or any related Prospectus amendments or any amendment or supplement supplements thereto, the Company shall (i) will furnish to the Holders Owners of Registrable Securities to be registered and to one counsel to selected by the Holders holders of a majority of the Registrable Securities included in such registration (“Purchaser Counsel”) and one separate counsel for each such Owner if paid for by such Owner), copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders counsel, and Purchaser Counselshall thereafter furnish revised drafts and definitive versions of all such documents when they are circulated to the working group for the Demand Offering, and (iiB) cause its officers after the filing of the registration statement, the Company will promptly notify the counsel to the Owners of Registrable Securities of comments received from the Commission or the securities exchange or market or inter-dealer quotation system, and directorsother governmental authorities as may be applicable; provided, counsel and independent certified public accountants to respond to such inquiries as shall be necessarythat, in connection with a Demand Offering, the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or circulate to potential investors any registration statement or prospectus, or other offering materials, or any related Prospectus, amendments or supplements thereto to which thereto, if the Holders Owners of Registrable Securities who hold a majority of the Registrable Securities and Purchaser Counsel covered by such registration statement, prospectus, or other offering materials (acting through their counsel), the managing underwriter, or its counsel shall reasonably object., in writing, on a timely basis; (iii) Prepare prepare and file with the Commission Commission, any applicable securities exchange or market or inter-dealer quotations system such amendments, including post-effective amendments, amendments and supplements to each Demand Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously registration statement effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, however, that the Company shall not be required to maintain the effectiveness of any registration statement for more than 90 days or such longer period as required by Section 2.1(l) hereof in the event of a suspension of a registration statement (or, with respect to a Shelf Registration, until the earlier of the date on which all securities covered thereby have ceased to be Registrable Securities or the date on which all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof, subject to the provisions of Section 2.1(l) above) and comply with the provisions of the Securities Act, the Exchange Act, and all other applicable laws with respect to the disposition of all securities covered by a Demand Registration Statement such registration statement or other offering materials during the applicable such period in accordance with the intended methods of disposition by the Holders thereof Owners of Registrable Securities set forth in such registration statement or other offering materials; (iii) furnish, without charge to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including, without limitation, all exhibits), such number of copies of the applicable Demand Registration Statement as so amended or prospectus contained in such Prospectus registration statement (including, without limitation, each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as so supplemented.such seller may reasonably request; (civ) Notify use reasonable efforts to obtain the Holders withdrawal of any order suspending or withdrawing the authorization for an offering, the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; (v) cooperate with the Owners of Registrable Securities and the managing underwriter to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Corporation or other appropriate book-entry depositary; and enable such Registrable Securities to be registered in such names as the managing underwriter may request at least one business day prior to any sale of Registrable Securities; (vi) make available for inspection by the Owners of Registrable Securities, any underwriter participating in any disposition pursuant to a Demand Registration Statement such registration statement or other offering materials and Purchaser Counsel any attorney, accountant or other professional retained by any of the Owners of Registrable Securities or underwriter (collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries as promptly as shall be reasonably possiblenecessary to enable them to exercise their due diligence responsibility; cause the Company's officers, directors, examiners, accountants, attorneys, employees and (if subsidiaries to supply all information reasonably requested by any such PersonInspectors in connection with such registration statement or other offering materials; and cooperate and assist in the performance of any due diligence investigation by any underwriter (including, without limitation, any qualified independent underwriter) confirm such notice in writing no later than one Trading Day thereafter, of or any of the following events: Owners of Registrable Securities; (ivii) use reasonable efforts to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the Commission notifies disposition in such jurisdictions of the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case securities owned by such seller, except that the Company shall deliver not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 2.3(vii) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (viii) use reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies, authorities and the board of directors and stockholders of the Company as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (ix) furnish to each Holder seller of Registrable Securities a copy signed counterpart, addressed to such seller (and underwriters, if any), of: (A) an opinion of counsel for the Company, dated the effective date of such comments registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such seller (which shall be deemed to be acceptable if it is accepted by the underwriters), and (B) a "comfort" letter, dated the effective date of all written responses theretosuch registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement); , signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (iiiand the prospectus included therein) and, in the case of the accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as such seller may reasonably request; (x) notify each seller of Registrable Securities promptly: (A) when a registration statement, prospectus, or other offering material or any Demand Registration Statement supplement or amendment thereto has been filed, and, with respect to a registration statement or any post-effective amendment thereto is declared effective; amendment, when the same has become effective under the Securities Act and each applicable state law, (ivB) of any request by the Commission or any other Federal federal or state governmental authority requests any amendment for amendments or supplement supplements to a Demand Registration Statement registration statement, or Prospectus related prospectus (or requests other legally required offering material) or for additional information related thereto; information, (vC) of the issuance by the Commission issues or any other federal or state governmental body or agency of any action, including, without limitation, a stop order order, suspending or withdrawing the authorization for the offering or the effectiveness of a registration statement, or the initiation of any Demand Registration Statement or initiates any Proceedings proceedings for that purpose; , (viD) if at any time the representations or warranties of the Company receives notice contained in any agreement relating to an offering of Registrable Securities cease to be true and correct, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, jurisdiction or the initiation or threat threatening of any Proceeding proceeding for such purpose; , (F) of the discovery that, or (vii) of the financial statements included in happening of any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or event as a result of which, the registration statement, related Prospectus prospectus, other offering materials or any document incorporated or deemed to be incorporated therein by reference is includes an untrue in statement of a material fact or omits to state any material respect fact required to be stated therein or necessary to make the statements therein not misleading, or that requires the making of any revision to a Demand Registration Statementchanges in such registration statement, related Prospectus prospectus, or other document is offering materials so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required so to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, or other offering materials, it will not contain any untrue statement of a material fact or omit to state any 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. misleading or that such document otherwise fails to comply with applicable laws, and (dG) Use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder and Purchaser Counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market. (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially 's reasonable efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including determination that a post-effective amendmentamendment to a registration statement would be appropriate; (xi) at the request of the Requisite Holders, promptly: (A) prepare and furnish to such each seller a Demand Registration Statement or reasonable number of copies of a supplement to or an amendment of the related Prospectus or any document incorporated or deemed to prospectus as may be incorporated therein by reference, and file any other required document necessary so that, as thereafter delivereddelivered to the purchasers of such securities, neither such Demand Registration Statement nor its related Prospectus will contain prospectus shall not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading., and (B) prepare, file with the Commission, and furnish to each seller the appropriate post-effective amendment; (kxii) Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant otherwise use reasonable efforts to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply comply with all applicable rules and regulations of the Commission., including, without limitation, compliance with any required registrations under the Exchange Act, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of (oa) The Company of the Securities Act, and shall furnish to each such seller at least five business days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and shall not file any thereof to which any such seller shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (xiii) provide and cause to be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling maintained a transfer agent and registrar for all Registrable Securities under covered by such registration statement from and after a date not later than the applicable Demand Registration Statementeffective date of such registration statement; (xiv) use reasonable efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or inter-dealer quotation system on which any shares of the capital stock of the Company of the same class as the Registrable Securities are then listed; (xv) cooperate with the underwriters with respect to all roadshows and other marketing activities as may be reasonably requested by the underwriters; and (xvi) enter into such agreements and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Company shall also not be required may require each seller of Registrable Securities as to deliver which any document registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees, by acquisition of such Registrable Securities, that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (B) or (F) of Section 2.3(x) above, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to any provision the registration statement relating to such Registrable Securities until such holder's receipt of this the copies of the supplemented or amended prospectus contemplated by Section 52.3(xi) above and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than Section 5(f)permanent file copies, then in such holder's possession of the prospectus relating to any Holder that proposes to sell such Registrable Securities with less than $500,000 in aggregate offering price to current at the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date time of the Purchaser Request)receipt of such notice.

Demand Registration Procedures. In connection with the Company’s 's registration obligations hereunder with respect to a Demand Registration Statement, the Company shall: (a) Not less than three Trading Days prior to the filing of each Demand Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to the Holders and to one counsel to the Holders (“"Purchaser Counsel”") copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. (c) Notify the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “"review” " of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); ; (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Demand Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any 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. (d) Use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder and Purchaser Counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market. (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (k) Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request).

Demand Registration Procedures. In connection with the Company’s registration obligations hereunder with respect to a Demand Registration StatementStatement pursuant to Section 6.1, the Company shall: (a) Not less than three (3) Trading Days prior to the filing of each Demand a Registration Statement or any related Prospectus or any amendment or supplement theretothereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to the Holders each holder of Registable Securities and to one its counsel to the Holders (“Purchaser Counsel”) copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective their counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand a Registration Statement or any related Prospectus, such Prospectus or any amendments or supplements thereto to which the Holders of holders holding a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end all of the related offering in the case of any other Demand Registration StatementRegistrable Securities registered thereunder have been sold, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders holders of Registrable Securities and Purchaser Counsel their counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement, but, if any holder has not signed a confidentiality agreement with the Company, not any correspondence which would result in the disclosure to such holder of material nonpublic information concerning the Company; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. (c) Notify the Holders holders of Registrable Securities to be sold pursuant to a Demand any Registration Statement and Purchaser Counsel their counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder holder of Registrable Securities a copy of such comments and of all written responses thereto, but, if any holder has not signed a confidentiality agreement with the Company, no information which the Company reasonably believes would constitute material nonpublic information concerning the Company ); (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal federal or state governmental authority Governmental Authority requests any amendment or supplement to a Demand any Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included or incorporated by reference in any Demand Registration Statement become ineligible for inclusion or incorporation therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Use its commercially reasonable best efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable momentas soon as practicable. (e) Furnish to each Holder holder of Registrable Securities and Purchaser Counselits counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such Person (excluding including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder holder of Registrable Securities and Purchaser Counselits counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) (i) In the time and manner required by each Trading Market, if at allapplicable, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary use its reasonable best efforts to cause such Registrable Securities to be approved for listing on each Trading Market Market, as applicable, as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser Holder evidence of such listing; and (iv) use its reasonable best efforts to maintain the listing of such Registrable Securities on each such Trading Market or another Eligible Market. (h) Prior to any public offering of Registrable Securities pursuant to a Demand any Registration Statement, use its commercially reasonable best efforts to register or qualify or cooperate with the selling Holders holders of Registrable Securities and Purchaser Counsel their counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder such holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during until all of the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, Registrable Securities registered or qualified thereunder have been sold and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate Subject to Section 4.17, cooperate with the Holders holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase this Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii6.3(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand the affected Registration Statement nor its related such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) Cooperate with any due diligence investigation undertaken by the Holders holders of Registrable Securities in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters (whether on a firm commitment or best efforts basis) for the offering, the Company shall enter into and perform its obligations under an underwriting (or similar) agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required to deliver any document pursuant to any provision of this Section 5 6.3 to any Holder holder of Registrable Securities that is not selling Registrable Securities under the applicable Demand Registration Statement. (p) The Company shall not identify any holder of Registrable Securities as an underwriter in any public disclosure or filing with the Commission or any Trading Market without the prior written consent of such holder. If the Company is required by law to identify any such holder as an underwriter in any public disclosure or filing with the Commission or any Trading Market, it must notify such holder in writing in advance and such holder shall have the option, in its sole discretion, to consent to such identification as an underwriter or to elect to have its Registrable Securities be removed from such Registration Statement. The Company shall also not be required to deliver If any document pursuant to any provision holder of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price does not make such election within five (5) Business Days of such holder’s receipt of such Notice, such holder shall be deemed to the public under the Demand have elected to have its Registrable Securities be deemed to be removed from such Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request)Statement.

Demand Registration Procedures. In connection with the Company’s registration obligations hereunder with respect to a Demand Registration Statement, the Company shall: (a) Not less than three Trading Days prior to the filing of each Demand Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to the Holders and to one counsel to the Holders (“Purchaser Counsel”) Counsel copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (b) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. (c) Notify the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Demand Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any 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. (d) Use its commercially reasonable best efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder and Purchaser Counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser Purchasers evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market. (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially reasonable best efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (k) Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 50,000 in aggregate offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request).

Demand Registration Procedures. In connection with If and whenever the Company’s Company is required to use reasonable efforts to effect the registration obligations hereunder with respect to a Demand Registration Statementof any Registrable Securities under the Securities Act as provided in Section 2.1 above, the Company shallshall as expeditiously as possible: (ai) Not less prepare and (as soon thereafter as possible or in any event no later than three Trading Days prior 60 days after the first Demand Request) file with the Commission the requisite registration statement to the effect such registration and thereafter use reasonable efforts to cause such registration statement to become effective; provided, that (A) a reasonable time before filing of each Demand Registration Statement a registration statement or prospectus or other offering materials, or any related Prospectus amendments or any amendment or supplement supplements thereto, the Company shall (i) will furnish to the Holders Owners of Registrable Securities to be registered and to one counsel to selected by the Holders holders of a majority of the Registrable Securities included in such registration (“Purchaser Counsel”) and one separate counsel for each such Owner if paid for by such Owner), copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders counsel, and Purchaser Counselshall thereafter furnish revised drafts and definitive versions of all such documents when they are circulated to the working group for the Demand Offering, and (iiB) cause its officers after the filing of the registration statement, the Company will promptly notify the counsel to the Owners of Registrable Securities of comments received from the Commission or the securities exchange or market or inter-dealer quotation system, and directorsother governmental authorities as may be applicable; provided, counsel and independent certified public accountants to respond to such inquiries as shall be necessarythat, in connection with a Demand Offering, the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or circulate to potential investors any registration statement or prospectus, or other offering materials, or any related Prospectus, amendments or supplements thereto to which thereto, if the Holders Owners of Registrable Securities who hold a majority of the Registrable Securities and Purchaser Counsel covered by such registration statement, prospectus, or other offering materials (acting through their counsel), the managing underwriter, or its counsel shall reasonably object., in writing, on a timely basis; (iii) Prepare prepare and file with the Commission Commission, any applicable securities exchange or market or inter-dealer quotations system such amendments, including post-effective amendments, amendments and supplements to each Demand Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously registration statement effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, however, that the Company shall not be required to maintain the effectiveness of any registration statement for more than 90 days or such longer period as required by Section 2.1(l) hereof in the event of a suspension of a registration statement (or, with respect to a Shelf Registration, until the earlier of the date on which all securities covered thereby have ceased to be Registrable Securities or the date on which all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof, subject to the provisions of Section 2.1(l) above) and comply with the provisions of the Securities Act, the Exchange Act, and all other applicable laws with respect to the disposition of all securities covered by a Demand Registration Statement such registration statement or other offering materials during the applicable such period in accordance with the intended methods of disposition by the Holders thereof Owners of Registrable Securities set forth in such registration statement or other offering materials; (iii) furnish, without charge to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including, without limitation, all exhibits), such number of copies of the applicable Demand Registration Statement as so amended or prospectus contained in such Prospectus registration statement (including, without limitation, each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as so supplemented.such seller may reasonably request; (civ) Notify use reasonable efforts to obtain the Holders withdrawal of any order suspending or withdrawing the authorization for an offering, the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; (v) cooperate with the Owners of Registrable Securities and the managing underwriter to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Corporation or other appropriate book-entry depositary; and enable such Registrable Securities to be registered in such names as the managing underwriter may request at least one business day prior to any sale of Registrable Securities; (vi) make available for inspection by the Owners of Registrable Securities, any underwriter participating in any disposition pursuant to a Demand Registration Statement such registration statement or other offering materials and Purchaser Counsel any attorney, accountant or other professional retained by any of the Owners of Registrable Securities or underwriter (collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries as promptly as shall be reasonably possiblenecessary to enable them to exercise their due diligence responsibility; cause the Company's officers, directors, examiners, accountants, attorneys, employees and (if subsidiaries to supply all information reasonably requested by any such PersonInspectors in connection with such registration statement or other offering materials; and cooperate and assist in the performance of any due diligence investigation by any underwriter (including, without limitation, any qualified independent underwriter) confirm such notice in writing no later than one Trading Day thereafter, of or any of the following events: Owners of Registrable Securities; (ivii) use reasonable efforts to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the Commission notifies disposition in such jurisdictions of the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case securities owned by such seller, except that the Company shall deliver not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 2.3(vii) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (viii) use reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies, authorities and the board of directors and stockholders of the Company as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (ix) furnish to each Holder seller of Registrable Securities a copy signed counterpart, addressed to such seller (and underwriters, if any), of: (A) an opinion of counsel for the Company, dated the effective date of such comments registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such seller (which shall be deemed to be acceptable if it is accepted by the underwriters), and (B) a "comfort" letter, dated the effective date of all written responses theretosuch registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement); , signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (iiiand the prospectus included therein) and, in the case of the accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as such seller may reasonably request; (x) notify each seller of Registrable Securities promptly: (A) when a registration statement, prospectus, or other offering material or any Demand Registration Statement supplement or amendment thereto has been filed, and, with respect to a registration statement or any post-effective amendment thereto is declared effective; amendment, when the same has become effective under the Securities Act and each applicable state law, (ivB) of any request by the Commission or any other Federal federal or state governmental authority requests any amendment for amendments or supplement supplements to a Demand Registration Statement registration statement, or Prospectus related prospectus (or requests other legally required offering material) or for additional information related thereto; information, (vC) of the issuance by the Commission issues or any other federal or state governmental body or agency of any action, including, without limitation, a stop order order, suspending or withdrawing the authorization for the offering or the effectiveness of a registration statement, or the initiation of any Demand Registration Statement or initiates any Proceedings proceedings for that purpose; , (viD) if at any time the representations or warranties of the Company receives notice contained in any agreement relating to an offering of Registrable Securities cease to be true and correct, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, jurisdiction or the initiation or threat threatening of any Proceeding proceeding for such purpose; , (F) of the discovery that, or (vii) of the financial statements included in happening of any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or event as a result of which, the registration statement, related Prospectus prospectus, other offering materials or any document incorporated or deemed to be incorporated therein by reference is includes an untrue in statement of a material fact or omits to state any material respect fact required to be stated therein or necessary to make the statements therein not misleading, or that requires the making of any revision to a Demand Registration Statementchanges in such registration statement, related Prospectus prospectus, or other document is offering materials so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required so to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, or other offering materials, it will not contain any untrue statement of a material fact or omit to state any 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. misleading or that such document otherwise fails to comply with applicable laws, and (dG) Use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder and Purchaser Counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market. (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially 's reasonable efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including determination that a post-effective amendmentamendment to a registration statement would be appropriate; (xi) at the request of the Requisite Holders, promptly: (A) prepare and furnish to such each seller a Demand Registration Statement or reasonable number of copies of a supplement to or an amendment of the related Prospectus or any document incorporated or deemed to prospectus as may be incorporated therein by reference, and file any other required document necessary so that, as thereafter delivereddelivered to the purchasers of such securities, neither such Demand Registration Statement nor its related Prospectus will contain prospectus shall not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading., and (B) prepare, file with the Commission, and furnish to each seller the appropriate post-effective amendment; (kxii) Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant otherwise use reasonable efforts to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply comply with all applicable rules and regulations of the Commission., including, without limitation, compliance with any required registrations under the Exchange Act, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, and shall furnish to each such seller at least five business days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and shall not file any thereof to which any such seller shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (oxiii) The Company shall not provide and cause to be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling maintained a transfer agent and registrar for all Registrable Securities under covered by such registration statement from and after a date not later than the applicable Demand Registration Statementeffective date of such registration statement; (xiv) use reasonable efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or inter-dealer quotation system on which any shares of the capital stock of the Company of the same class as the Registrable Securities are then listed; (xv) cooperate with the underwriters with respect to all roadshows and other marketing activities as may be reasonably requested by the underwriters; and (xvi) enter into such agreements and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Company shall also not be required may require each seller of Registrable Securities as to deliver which any document registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees, by acquisition of such Registrable Securities, that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (B) or (F) of Section 2.3(x) above, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to any provision the registration statement relating to such Registrable Securities until such holder's receipt of this the copies of the supplemented or amended prospectus contemplated by Section 52.3(xi) above and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than Section 5(f)permanent file copies, then in such holder's possession of the prospectus relating to any Holder that proposes to sell such Registrable Securities with less than $500,000 in aggregate offering price to current at the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date time of the Purchaser Request)receipt of such notice.

Demand Registration Procedures. In Whenever the Company is under an obligation pursuant to the provisions of this Agreement to effect the qualification of Shares in connection with the Company’s registration obligations hereunder with respect to a Demand Registration Statement, the Company shallDistribution of any Qualifying Securities on behalf of a Shareholder: (a) Not less the Company shall prepare and file as expeditiously as practicable (and, in any event, not later than three Trading Days prior to 30 days after the filing receipt of each a Demand Registration Statement or any related Prospectus or Notice) with the appropriate Canadian Securities Regulatory Authorities all documents reasonably necessary, including, if required, a prospectus and any amendment or supplement thereto, to qualify for Distribution the Company shall (i) furnish to the Holders and to one counsel to the Holders (“Purchaser Counsel”) copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessaryQualifying Securities and, in the reasonable opinion of respective counselso doing, act as expeditiously as is practicable and in good faith to conduct a reasonable investigation within the meaning of the settle all deficiencies and obtain those receipts and clearances and provide those undertakings and commitments as may be reasonably required by any Canadian Securities Act. The Company shall not file such Demand Registration Statement or any related ProspectusRegulatory Authority, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith all as may be necessary to keep such Demand Registration Statement continuously effective as permit the Distribution of the Qualifying Securities in compliance with all Applicable Securities Laws; (b) prior to the filing of a prospectus and up to the date of completion of the Distribution of the Qualifying Securities, the Company shall permit the Requesting Shareholders to review and participate in the preparation of the prospectus and any related offering materials or filings and shall, subject to the applicable Registrable Securities for Requesting Shareholders entering into confidentiality agreements satisfactory to the Effectiveness Period Company, acting reasonably and in good faith, allow the case of a Shelf Registration Statement, and until the end of the related offering in the case of applicable Requesting Shareholders to conduct any other Demand Registration Statement, and prepare and file with the Commission due diligence investigations which such additional Registration Statements Requesting Shareholders reasonably request in order to register for resale under assist such Requesting Shareholders in establishing a due diligence defence pursuant to Applicable Securities Laws and enabling such Requesting Shareholder to responsibly execute any applicable certificate in the Securities Act all prospectus to be executed by it; (c) during the period from the date of initiation of the Registrable Distribution and up to the date of completion of the Distribution of the Qualifying Securities; , the Company shall promptly notify the applicable Requesting Shareholders in writing of: (i) any filing made by the Company of information relating to the Distribution with any Canadian Securities Regulatory Authority and any correspondence with any Canadian Securities Regulatory Authority regarding the Distribution; (ii) cause any material change, within the related Prospectus meaning of Applicable Securities Laws, with respect to be amended or supplemented by any required Prospectus supplementthe Company and its subsidiaries, and taken as so supplemented or amended to be filed pursuant to Rule 424; a whole; (iii) respond any material fact within the meaning of Applicable Securities Laws which has arisen or has been discovered and would have been required to have been stated in the prospectus and any related offering materials or filings had the fact arisen or been discovered on, or prior to, the date of such document; and (iv) any change in any material fact within the meaning of Applicable Securities Laws (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the prospectus or any related offering materials or filings which fact or change is, or may be, of such a nature as to render any statement in any such document misleading or untrue in any material respect or which would result in a misrepresentation within the meaning of Applicable Securities Laws in any such document, or which would result in any such document not complying with Applicable Securities Laws; (d) during the period from the date of initiation of the Distribution to the date of completion of the Distribution of the Qualifying Securities, each applicable Requesting Shareholder shall promptly notify the Company in writing of: (i) any filing made by the applicable Requesting Shareholder of information relating to the Distribution with any Canadian Securities Regulatory Authority and any correspondence with any Canadian Securities Regulatory Authority regarding the Distribution; (ii) any material fact, within the meaning of Applicable Securities Laws, in respect of the applicable Requesting Shareholder which has arisen or has been discovered and would have been required to have been stated in the prospectus and any related offering materials or filings had the fact arisen or been discovered on, or prior to, the date of such document; and (iii) any change in any material fact, within the meaning of Applicable Securities Laws, (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact), in respect of the applicable Requesting Shareholder, contained in the prospectus or any related offering materials or filings which fact or change is, or may be, of such a nature as reasonably possibleto render any statement in any such document misleading or untrue in any material respect or which would result in a misrepresentation within the meaning of Applicable Securities Laws in any such document, or which would result in any such document not complying with Applicable Securities Laws. (e) the Company and the applicable Requesting Shareholders shall in good faith discuss any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under Section 1(c) or Section 1(d) of this Schedule A; (f) promptly, and in any event within ten (10) Trading Daysany applicable time limitation, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. (c) Notify the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder comply with all applicable filings and other requirements under Applicable Securities Laws as a copy result of such comments and of all written responses thereto); (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) a material change, the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Demand Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement discovery of a material fact or omit to state any the change in a material fact required referred to be stated therein under Section 1(c) or necessary 1(d) of this Schedule A, provided that the Company shall not file any amendment to make the statements thereinprospectus or other document without first complying with its obligations in Section 1(c) of this Schedule A; (g) the Company shall furnish to such Requesting Shareholder such number of copies of any preliminary prospectus, prospectus, prospectus supplement and any amendments thereto, any documents incorporated by reference in light such prospectus and such other documents as such Requesting Shareholder may reasonably request in order to facilitate the Distribution of the circumstances under which they were made, not misleading.Qualifying Securities; (dh) Use its if an underwritten public offering is contemplated, the Company shall execute and perform the obligations under an underwriting agreement in a form reasonably satisfactory to each of the Company and such Requesting Shareholder containing customary representations, warranties and indemnities for the benefit of the Requesting Shareholder and the underwriter(s); (i) subject to Applicable Securities Laws, the Company shall keep the prospectus effective until such Requesting Shareholder has completed the Distribution described in the prospectus but no longer than 60 days from the date of the prospectus, provided that such Requesting Shareholder uses commercially reasonable efforts to avoid complete the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder and Purchaser Counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market Distribution as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market.practicable; (hj) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, the Company shall use its commercially reasonable efforts to register furnish to the underwriter(s) involved in the Distribution all documents as they may reasonably request; (k) the Company shall take such other actions and execute and deliver such other documents as may be reasonably necessary to give full effect to the rights of such Shareholder under this Agreement; (l) the Company shall use its commercially reasonable efforts to list the Qualifying Securities on each securities exchange or qualify quotation system on which Shares of the Company are then-listed or cooperate with quoted, if such Shares are not already so listed or quoted; (m) the selling Holders and Purchaser Counsel Company shall use its commercially reasonable efforts to prevent the issuance of any cease trading order suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order; and (n) the Company shall use its commercially reasonable efforts to furnish, at the request of the applicable Requesting Shareholders, on the date that such Shares are delivered to the underwriters for sale in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement.Distribution: (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statementan opinion, which certificates shall be free, to the extent permitted by the Purchase Agreementdated such date, of all restrictive legends, and to enable the Company’s counsel for the purposes of such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinDistribution, in light of the circumstances under which they were made, not misleading. (k) Cooperate with any due diligence investigation undertaken by the Holders form and substance as is customarily given to underwriters in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into addressed to the applicable Requesting Shareholders and perform its obligations under an underwriting agreementthe underwriters, if any; and (ii) a letter, dated such date, from the Company’s auditors, in usual form and customary formsubstance as is customarily given by auditors to underwriters in an underwritten public offering, with the managing underwriter of such offering. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required addressed to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5Requesting Shareholders and the underwriters, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request)if any.

Demand Registration Procedures. In connection with Whenever the Company’s Company is required by Section 4 hereof to use its commercially reasonable efforts to effect the registration obligations hereunder with respect to a Demand Registration Statementof any of the Registrable Securities under the 1933 Act, the Company shallshall use its commercially reasonable efforts to effect the registration and sale of the Registrable Securities in accordance with the intended method of disposition thereof and will, as expeditiously as possible: (a) Not less than three Trading Days prior to the filing of each and in any case within 45 days after receiving a request for a Demand Registration Statement or any related Prospectus or any amendment or supplement theretoRegistration, the Company shall (i) furnish to the Holders and to one counsel to the Holders (“Purchaser Counsel”) copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission a registration statement (the "Demand Registration Statement") with respect to such additional Registrable Securities and use its reasonable efforts to cause such Registration Statements in order Statement to register become and remain effective for resale under the Securities Act all period of the Registrable Securities; distribution contemplated thereby (iidetermined as hereinafter provided); (b) cause prior to the related Prospectus filing described in Section 6(a) above, furnish to Harlxxx xxxies of the Demand Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended subject to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission approval of Harlxxx xxxy with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide statement in the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented.which relates to Harlxxx; (c) Notify notify Harlxxx xxxmptly and, if requested by Harlxxx, xxnfirm in writing, (i) when the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); (iii) any Demand Registration Statement or any post-effective amendment amendments thereto is declared have become effective; , (ivii) the Commission or any other Federal or state governmental authority requests when any amendment or supplement to a the Demand Registration Statement or Prospectus or requests additional information related thereto; has been filed with the Commission, (viii) of the issuance by the Commission issues or any state securities authority of any stop order suspending the effectiveness of any the Demand Registration Statement or initiates any Proceedings part thereof or the initiation of any proceedings for that purpose; , (viiv) if the Company receives notice of any notification with respect to the suspension of the qualification or exemption from qualification of any the Registrable Securities covered by such Demand Registration Statement for offer or sale in any jurisdiction, jurisdiction or the initiation or threat of any Proceeding proceeding for such purpose; or , and (viiv) of the financial statements included in happening of any event during the period the Demand Registration Statement become ineligible for inclusion therein or any statement made in any is effective as a result of which (A) such Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) the Demand Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.; (d) Use its commercially make every reasonable efforts effort to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any the Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.part thereof as promptly as possible; (e) Furnish furnish to each Holder and Purchaser CounselHarlxxx, xxter delivery of a Demand Registration Request to the Company, without charge, at least one conformed executed original copy of each the Demand Registration Statement and each any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.unless requested); (f) Promptly deliver prepare and file with the Commission such amendments and supplements to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a such Demand Registration Statement and the Demand Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement effective for the period specified in paragraph (a) above and to comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities covered by such Demand Registration Statement in accordance with Harland's intended method of disposition set forth in such Demand Registration Statement for such period; (g) furnish to Harlxxx xxx to each amendment or supplement thereto underwriter such number of copies of the Demand Registration Statement and the Demand Prospectus included therein (including each preliminary prospectus) and such other documents, as such Persons persons may reasonably request. The Company hereby consents request in order to facilitate the use of such Prospectus and each amendment public sale or supplement thereto by each of the selling Holders in connection with the offering and sale other disposition of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market.Demand Registration Statement; (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted Statement by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither time such Demand Registration Statement nor is declared effective by the Commission under all applicable state securities or blue sky laws of such jurisdictions in the United States and its related Prospectus will contain an untrue statement of a material fact territories and possessions as Harlxxx xxxll reasonably request in writing, and to keep each such registration or omit to state a material fact qualification effective during the period such Demand Registration Statement is required to be stated therein or necessary to make the statements thereinkept effective; provided, in light of the circumstances under which they were madehowever, not misleading. (k) Cooperate with any due diligence investigation undertaken by the Holders that in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offeringtherewith, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required to deliver (i) qualify as a foreign corporation to do business or to register as a broker or dealer in any document pursuant such jurisdiction where it would not otherwise be required to any provision of qualify or register but for this Section 5 6(h), (ii) subject itself to taxation in any Holder that is not selling such jurisdiction, or (iii) file a general consent to service of process in any such jurisdiction; and provided, further, that, notwithstanding anything in this Agreement to the contrary, if any jurisdiction in which the Registrable Securities under covered by such Demand Registration Statement shall be qualified shall require that expenses incurred in connection with such qualification in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by Harlxxx, xxs affiliates and any other selling shareholders pro rata to the applicable extent required by such jurisdiction, including but not limited to filing fees and expenses of counsel and other advisors and any commissions or discounts related to such Registrable Securities; (i) provide a transfer agent and registrar, which may be a single entity, for all Registrable Securities covered by such Demand Registration Statement not later than the effective date of the Demand Registration Statement. The ; (j) use its reasonable efforts to cause all Registrable Securities covered by such Demand Registration Statement to be listed on any securities exchange or quotation system on which similar securities issued by the Company are then listed; (k) make available for inspection during normal business hours by Harlxxx xxxer delivery of a Demand Registration Request to the Company and any counsel, accountants or other representatives retained by Harlxxx xxx financial and other records, pertinent corporate documents and properties of the Company and cause the officers, directors and employees of the Company to supply all such records, documents or information reasonably requested by Harlxxx, xxunsel, accountants or representatives in connection with the Demand Registration Statement; provided, however, that such records, documents or information which the Company determines in good faith to be confidential and notifies Harlxxx, xxunsel, accountants or representatives in writing that such records, documents or information are confidential shall also not be required to deliver any document disclosed by Harlxxx, xxunsel, accountants or representatives unless (i) such disclosure is ordered pursuant to any provision a subpoena or other order from a court of this Section 5, other than Section 5(fcompetent jurisdiction (after providing the Company reasonable advance notice of such subpoena or court order so that the Company may seek a protective order or otherwise challenge the disclosure of such confidential information pursuant to such subpoena or court order), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price or (ii) such records, documents or information become generally available to the public under other than through a breach of this Agreement. For purposes of Section 5(a), Section 6(a) and Section 6(f), the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to be that period during which the underwriters in such offering require in an underwriting agreement in the form customarily used by such underwriters for comparable transactions that the Company keep a registration statement effective to permit each underwriter to complete the distribution of all securities purchased by it, and the period of distribution of Demand Registration Statement (based on Registrable Securities in any other registration shall be deemed to extend until the last sale price per Common Share on the Trading Market on the Trading Day preceding the date earlier of the Purchaser Request)sale of all Registrable Securities covered thereby or 60 days after the effective date thereof.

Demand Registration Procedures. In connection with the CompanyIssuer’s registration obligations hereunder with respect to a Demand Registration Statement, the Company Issuer shall: (a) Not less than three Trading Business Days prior to the filing of each Demand Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company Issuer shall (i) furnish to the Holders and to one their counsel to the Holders (“Purchaser Counsel”) copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counseltheir counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company Issuer shall not file such Demand Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities to be included in such Demand Registration Statement and Purchaser Counsel their counsel shall reasonably object. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securitiesoffering; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Dayspracticable, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible practicable provide the Holders and Purchaser Counsel their counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. (c) Notify the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel their counsel as promptly as reasonably possiblepracticable, and (if requested by any such Personperson) confirm such notice in writing no later than one Trading Business Day thereafter, of any of the following events: (i) the Commission notifies the Company Issuer whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company Issuer shall deliver to each Holder a copy of such comments and of all written responses thereto); (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Demand Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings proceedings for that purpose; (vi) the Company Issuer receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding proceeding for such purpose; or (vii) the financial statements included in any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any 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. (d) Use its commercially reasonable best efforts to avoid the issuance of or, if issued, to obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder of Registrable Securities included therein and Purchaser Counselits counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder of Registrable Securities included therein and Purchaser Counselits counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons persons may reasonably request. The Company Subject to the provisions of Section 9(f) of this Agreement, the Issuer hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market[Reserved]. (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially reasonable best efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel their counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed (but in no event longer than 90 days from commencement of the case of any other Demand Registration Statementoffering), and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate Reasonably cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, free of all restrictive legendslegends (subject to the Certificate of Designations), and to enable such Registrable Securities to be in such denominations (subject to the Certificate of Designations) and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possiblepracticable, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (k) Cooperate Reasonably cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and informationinformation reasonably requested. (l) If Holders [Reserved]. (m) In the event of a majority any underwritten public offering of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offeringSecurities, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, form (including without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form), with the managing underwriter of such offering. (n) Comply with in all material respects all applicable rules and regulations of the Commission. (o) The Company Issuer shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that who is not selling Registrable Securities under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request).

Demand Registration Procedures. In connection with the Company’s registration obligations hereunder with respect to a Demand Registration Statement, the Company shall: (a) Not less than three Trading Days prior to the filing of each Demand Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to the Holders and to one counsel to the Holders (“Purchaser Counsel”) Counsel copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. (c) Notify the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Demand Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any 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. (d) Use its commercially reasonable best efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder and Purchaser Counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser Purchasers evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market. (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially reasonable best efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (k) Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 50,000 in aggregate offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request).

Demand Registration Procedures. In connection with the Company’s registration obligations hereunder with respect to a Demand Registration Statement, If and whenever the Company shall: (ais required under SECTION 6(a) Not less than three Trading Days prior to use its reasonable best efforts to effect the filing registration of each Demand Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to the Holders and to one counsel to the Holders (“Purchaser Counsel”) copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object.under the Securities Act, the Company will (except as otherwise provided in this Agreement), as expeditiously as practicable: (i) Prepare prepare and file with the Commission SEC a registration statement with respect to such amendments, including post-Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective amendments, and remain effective for the lesser of nine months or as long as shall be necessary to each Demand Registration Statement complete the distribution of the Registrable Securities so registered; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously registration statement effective as to the applicable Registrable Securities for the Effectiveness Period in lesser of nine months or as long as shall be necessary to complete the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all distribution of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as Securities so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Purchaser Counsel true and complete copies of all correspondence from registered and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the sale or other disposition of all Registrable Securities covered by a Demand Registration Statement during such registration statement whenever the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended Purchaser shall desire to sell or in such Prospectus as so supplemented. (c) Notify the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any otherwise dispose of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); same; (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) furnish to the Commission or any other Federal or state governmental authority requests Purchaser such numbers of copies of a prospectus, including a preliminary prospectus and any amendment or supplement to any prospectus, in conformity with the requirements of the Securities Act, and such other documents, as the Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Purchaser; (iv) use its reasonable best efforts to register and qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Purchaser shall reasonably request, and do any and all other acts and things reasonably requested by the Purchaser to assist such holder to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities, except that the Company shall not for any such purpose be required to qualify to do business as a Demand Registration Statement foreign corporation in any jurisdiction wherein it is not so qualified or Prospectus or requests additional information related thereto; to file therein any general consent to service of process; (v) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission issues SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, beginning with the first fiscal quarter beginning after the effective date of the registration statement, which earnings statement shall satisfy the provisions of SECTION 11(a) of the Securities Act and Rule 158 thereunder with respect to the offer and sale of the Registrable Securities; (vi) use its reasonable best efforts to list such Registrable Securities on any securities exchange (or obtain approval for trading on the Nasdaq Stock Market) on which any securities of the same class of the Company are then listed (or approved for listing), if the listing (or approval for listing) of such Registrable Securities is then permitted under the rules of such exchange (or the Nasdaq Stock Market); (vii) if so requested by the Purchaser in connection with an underwritten offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter or underwriters, including, without limitation, to enter into customary representations, warranties, covenants and indemnification and contribution provisions and deliver an opinion of counsel to the Company and a "comfort letter" from the independent public accountants to the Company in the usual and customary form respecting such underwritten offering; (viii) notify the Purchaser promptly (i) when a prospectus or any prospectus supplement or post-effective amendment with respect to the registration of such Registrable Securities, or any report incorporated by reference therein, has been filed, (ii) of any request by the SEC for an amendment or supplement to a registration statement or the prospectus used in connection therewith with respect to the Registrable Securities, or any report incorporated by reference therein, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement relating to the Registrable Securities or the initiation of any Demand Registration Statement or initiates any Proceedings proceedings for that purpose; , and (viiv) of the receipt by the Company receives notice of any notification with respect to the suspension of the qualification of any of the Registrable Securities covered by such registration statement for sale in any jurisdiction or exemption from the initiation or threatening of any proceeding for that purpose; (ix) in the event of the issuance of a stop order suspending the effectiveness of a registration statement with respect to the Registrable Securities or the suspension of the qualification of any of the Registrable Securities covered by such registration statement for sale in any jurisdiction, use its reasonable best efforts to obtain the withdrawal of such stop order or the initiation or threat lifting of such suspension at the earliest possible moment; and (x) notify the Purchaser, at any time when a prospectus relating to the Registrable Securities covered by such registration statement is required to be delivered under the Securities Act, of the happening of any Proceeding for such purpose; or (vii) event of which it has knowledge as a result of which the financial statements prospectus included in any Demand Registration Statement become ineligible for inclusion therein or any statement made such registration statement, as then in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statementeffect, related Prospectus or other document is required so that it will not contain any contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleading. (d) Use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder then existing and Purchaser Counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide furnish to the Purchaser evidence (and the underwriters, if any) a reasonable number of such listing; and (iv) maintain the listing copies of such Registrable Securities on each such Trading Market. (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to or an amendment of the related Prospectus or any document incorporated or deemed to prospectus as may be incorporated therein by reference, and file any other required document necessary so that, as thereafter delivereddelivered to the purchasers of the Registrable Securities, neither such Demand Registration Statement nor its related Prospectus will the prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleadingthen existing. (k) Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request).

Demand Registration Procedures. In connection with 6.1 If and whenever the Company’s Company is required by the provisions of Section 5 hereof to use its COMMERCIALLY reasonable efforts to effect the registration obligations hereunder with respect to a Demand Registration Statementof any of the Registrable Securities under the Securities Act, the Company shallshall use its reasonable efforts to effect the registration and sale of the Registrable Securities in accordance with the intended method of disposition thereof and will, as expeditiously as possible: (a) Not less than three Trading Days prior to the filing of each and in any case within 60 days after receiving a request for a Demand Registration Statement or any related Prospectus or any amendment or supplement theretoRegistration, the Company shall (i) furnish to the Holders and to one counsel to the Holders (“Purchaser Counsel”) copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Demand Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement, and prepare and file with the Commission SEC a registration statement (the "Demand Registration Statement") with respect to such additional Registrable Securities and use its commercially reasonable efforts to cause such Demand Registration Statements in order Statement to register become and remain effective for resale under the Securities Act all period of the Registrable Securities; distribution contemplated thereby (determined as hereinafter provided). Notwithstanding anything to the contrary contained herein, the filing of such Demand Registration Statement may be delayed for a period not to exceed 60 days if (i) the Company is contemplating a public offering of its securities and, in the reasonable judgment of the managing underwriter thereof (or the Company if such offering is not underwritten) such filing would have a material adverse effect on the contemplated offering, or (ii) cause the related Prospectus Company is in possession of material non-public information that it reasonably deems advisable not to disclose in a Demand Registration Statement or is engaged in active negotiations or planning for a merger or acquisition or disposition transaction; (b) prior to the filing described in paragraph (a) above, furnish to Worldspan copies of the Demand Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended subject to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within ten (10) Trading Days, to any comments received from the Commission approval of Worldspan only with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide statement in the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented.which relates to Worldspan; (c) Notify notify Worldspan promptly and, if requested by Worldspan, confirm in writing, (i) when the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); (iii) any Demand Registration Statement or any post-effective amendment amendments thereto is declared have become effective; , (ivii) the Commission or any other Federal or state governmental authority requests when any amendment or supplement to a the Demand Registration Statement Prospectus has been filed with the SEC, (iii) of the issuance by the SEC or Prospectus or requests additional information related thereto; (v) the Commission issues any state securities authority of any stop order suspending the effectiveness of any the Demand Registration Statement or initiates any Proceedings part thereof or the initiation of any proceedings for that purpose; , (viiv) if the Company receives notice of any notification with respect to the suspension of the qualification or exemption from qualification of any the Registrable Securities for offer or sale in any jurisdiction, jurisdiction or the initiation or threat of any Proceeding proceeding for such purpose; or , and (viiv) of the financial statements included in happening of any event during the period the Demand Registration Statement become ineligible for inclusion therein or any statement made in any is effective as a result of which (A) such Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the 14 statements therein not misleading or (B) the Demand Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.; (d) Use its commercially make every reasonable efforts effort to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any the Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.part thereof as promptly as possible; (e) Furnish furnish to each Holder and Purchaser CounselWorldspan after delivery of a Demand Registration Request to the Company, without charge, at least one conformed copy of each the Demand Registration Statement and each any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.unless requested); (f) Promptly deliver prepare and file with the SEC amendments and supplements to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a such Demand Registration Statement and the Demand Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement effective for the period specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Demand Registration Statement in accordance with Worldspan's intended method of disposition set forth in such Demand Registration Statement for such period; (g) furnish to Worldspan and to each amendment or supplement thereto underwriter such number of copies of the Demand Registration Statement and the Demand Prospectus included therein (including each preliminary prospectus) and such other documents, as such Persons persons may reasonably request. The Company hereby consents request in order to facilitate the use of such Prospectus and each amendment public sale or supplement thereto by each of the selling Holders in connection with the offering and sale other disposition of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Purchaser evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market.Demand Registration Statement; (h) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders and Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a such Demand Registration Statement.Statement under the securities or blue sky laws of such jurisdictions as Worldspan or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; (i) Cooperate with provide a transfer agent and registrar, which may be a single entity, for all Registrable Securities not later than the Holders effective date of the Demand Registration Statement; (j) use its reasonable efforts to facilitate the timely preparation and delivery of certificates representing cause all Registrable Securities to be listed on any securities exchange or quotation system on which similar securities issued by the Company are then listed; (k) if the offering is underwritten, to furnish, at the request of Worldspan, on the date that Registrable Securities are delivered to a transferee the underwriters for sale pursuant to a Demand Registration Statementsuch registration; (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, which certificates shall be free, addressed to the extent permitted by underwriters, stating the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (k) Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities has become effective under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder Securities Act and that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price (A) to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request).best knowledge

Demand Registration Procedures. In Whenever Corus is under an obligation pursuant to the provisions of this Agreement to effect the qualification of Class B Shares in connection with the Company’s registration obligations hereunder with respect to a Demand Registration Statement, the Company shallDistribution of any Qualifying Securities on behalf of Shaw: (a) Not less Corus shall prepare and file as expeditiously as practicable (and, in any event, not later than three Trading Days prior to 45 days after the filing receipt of each a Demand Registration Statement Notice in the case of a Distribution other than by way of a Bought Deal) with the appropriate Canadian Securities Regulatory Authorities all documents reasonably necessary, including, if required, a prospectus or any related Prospectus or short form prospectus and any amendment or supplement thereto, to qualify for Distribution the Company shall (i) furnish to the Holders and to one counsel to the Holders (“Purchaser Counsel”) copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessaryQualifying Securities and, in the reasonable opinion of respective counselso doing, act as expeditiously as is practicable and in good faith to conduct a reasonable investigation within the meaning of the settle all deficiencies and obtain those receipts and clearances and provide those customary undertakings and commitments as may be reasonably required by any Canadian Securities Act. The Company shall not file such Demand Registration Statement or any related ProspectusRegulatory Authority, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities and Purchaser Counsel shall reasonably object. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith all as may be necessary to keep permit the Distribution of the Qualifying Securities in compliance with all Applicable Securities Laws. Notwithstanding the foregoing, in the event the Distribution is to be made pursuant to a Bought Deal in accordance with this Agreement, Corus shall attend to such Demand Registration Statement continuously effective preparations and filings as soon as is practical in the circumstances taking into account the speed and urgency under which Bought Deals are conducted; (b) prior to the applicable Registrable Securities for filing of a prospectus and up to the Effectiveness Period date of completion of the Distribution of the Qualifying Securities, Corus shall permit Shaw to review and participate in the case of a Shelf Registration Statement, and until the end preparation of the prospectus and any related offering in materials or filings and shall allow Shaw and any underwriters or agents involved to conduct any due diligence investigations reasonably requested; (c) during the case period from the date of any other Demand Registration Statement, and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all initiation of the Registrable Distribution and up to the date of completion of the Distribution of the Qualifying Securities; , Corus shall promptly notify Shaw in writing of: (i) any filing made by Corus of information relating to the Distribution with any Canadian Securities Regulatory Authority and any correspondence with any Canadian Securities Regulatory Authority regarding the Distribution; (ii) cause any material change within the related Prospectus to be amended meaning of Applicable Securities Laws (actual, anticipated, contemplated or supplemented by any required Prospectus supplementthreatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of Corus and its Subsidiaries, taken as so supplemented or amended to be filed pursuant to Rule 424; a whole; (iii) respond any material fact within the meaning of Applicable Securities Laws which has arisen or has been discovered and would have been required to have been stated in the prospectus and any related offering materials or filings had the fact arisen or been discovered on, or prior to, the date of such document; and (iv) any change in any material fact within the meaning of Applicable Securities Laws (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the prospectus or any related offering materials or filings which fact or change is, or may be, of such a nature as to render any statement in any such document misleading or untrue in any material respect or which would result in a misrepresentation within the meaning of Applicable Securities Laws in any such document, or which would result in any such document not complying with Applicable Securities Laws. (d) during the period from the date of initiation of the Distribution to the date of completion of the Distribution of the Qualifying Securities, Shaw shall promptly notify Corus in writing of: (i) any filing made by Shaw of information relating to the Distribution with any Canadian Securities Regulatory Authority and any correspondence with any Canadian Securities Regulatory Authority regarding the Distribution; (ii) any material fact, within the meaning of Applicable Securities Laws, in respect of Shaw which has arisen or has been discovered and would have been required to have been stated in the prospectus and any related offering materials or filings had the fact arisen or been discovered on, or prior to, the date of such document; and (iii) any change in any material fact, within the meaning of Applicable Securities Laws, (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact), in respect of Shaw, contained in the prospectus or any related offering materials or filings which fact or change is, or may be, of such a nature as reasonably possibleto render any statement in any such document misleading or untrue in any material respect or which would result in a misrepresentation within the meaning of Applicable Securities Laws in any such document, or which would result in any such document not complying with Applicable Securities Laws. (e) Corus and Shaw shall in good faith discuss any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under Section 1(c) or Section 1(d) of this Schedule A; (f) promptly, and in any event within ten (10) Trading Daysany applicable time limitation, Corus shall comply, to any comments received from the Commission satisfaction of Shaw, acting reasonably, with respect to any Registration Statement or any amendment thereto all applicable filings and other requirements under Applicable Securities Laws as promptly as reasonably possible provide a result of a material change, the Holders and Purchaser Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. (c) Notify the Holders of Registrable Securities to be sold pursuant to a Demand Registration Statement and Purchaser Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); (iii) any Demand Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Demand Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement discovery of a material fact or omit to state any the change in a material fact required referred to be stated therein under Section 1(c) or necessary 1(d) of this Schedule A, provided that Corus shall not file any amendment to make the statements thereinprospectus or other document without first complying with its obligations in Section 1(c) of this Schedule A; (g) Corus shall furnish to Shaw such number of copies of any preliminary prospectus, prospectus and any supplements or amendments thereto, any documents incorporated by reference in light such prospectus and such other documents as Shaw may reasonably request in order to facilitate the Distribution of the circumstances under which they were made, not misleading.Qualifying Securities; (dh) Use its if an underwritten public offering is contemplated, Corus shall execute and perform the obligations under an underwriting agreement in a form reasonably satisfactory to Shaw containing customary representations, warranties and indemnities for the benefit of Shaw, Corus and the underwriter(s); (i) subject to Applicable Securities Laws, Corus shall keep the prospectus effective until Shaw has completed the sale of Class B Shares under the prospectus, but no longer than 60 days from the date of the prospectus, provided that Shaw uses commercially reasonable efforts to avoid complete the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for such sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Holder and Purchaser Counsel, without charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder and Purchaser Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; practicable; (iiij) Corus shall use commercially reasonable efforts to furnish to the extent available underwriter(s) involved in the Distribution all documents as they may reasonably request; (k) Corus shall take such other customary actions and execute and deliver such other customary documents as may be reasonably necessary to give full effect to the Company, provide to the Purchaser evidence rights of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market.Shaw under this Agreement; (hl) Prior to any public offering of Registrable Securities pursuant to a Demand Registration Statement, Corus shall use its commercially reasonable efforts to register list the Qualifying Securities on each securities exchange or qualify quotation system on which Class B Shares are then-listed or cooperate with quoted, if such Class B Shares are not already so listed or quoted; (m) Corus shall use commercially reasonable efforts to prevent the selling Holders and Purchaser Counsel issuance of any cease trading order suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order; and (n) Corus shall use its commercially reasonable efforts to furnish, at the request of Shaw, on the date that such Class B Shares are delivered to the underwriters for sale in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement.Distribution: (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statementan opinion, which certificates shall be free, to the extent permitted by the Purchase Agreementdated such date, of all restrictive legends, and to enable Corus’s counsel for the purposes of such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (j) Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Demand Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Demand Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinDistribution, in light of the circumstances under which they were made, not misleading. (k) Cooperate with any due diligence investigation undertaken by the Holders form and substance as is customarily given to underwriters in connection with the sale of Registrable Securities pursuant to a Demand Registration Statement, including without limitation by making available any documents and information. (l) If Holders of a majority of the Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (m) In the event of any underwritten public offering, enter into addressed to Shaw and perform its obligations under an underwriting agreementthe underwriters, if any; and (ii) a letter, dated such date, from Corus’s auditors, in usual form and customary formsubstance as is customarily given by auditors to underwriters in an underwritten public offering, with addressed to Shaw and the managing underwriter of such offeringunderwriters, if any. (n) Comply with all applicable rules and regulations of the Commission. (o) The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Demand Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Purchaser Request).