Common use of Filing Obligations of the Company Clause in Contracts

Filing Obligations of the Company. In connection with the registration of the Registrable Shares effected pursuant to Section 2 the Company shall: (a) prepare and file with the Commission the Registration Statement and such amendments (including post effective amendments) and supplements to the Registration Statement and the prospectus or offering circular used in connection therewith as may be necessary to keep the Registration Statement current and effective at all times until the earlier of (i) the date as of which the Stockholders may sell or transfer all of the Registrable Shares covered by the Registration Statement in a three-month period under Rule 144 or (ii) the date on which the Stockholders shall have sold all the Registrable Securities covered by the Registration Statement (the "Registration Period"), and to comply with the provisions of the Securities Act and the rules and regulations thereunder with respect to the disposition of all the Registrable Shares covered by the Registration Statement for the period required to effect the distribution thereof, to use reasonable commercial efforts to make any corrections or updates to the Registration Statement or prospectus as promptly as practicable and to exercise best efforts to cause the Commission to declare the Registration Statement effective once filed; (b) furnish to the Stockholders such number of copies of any prospectus or offering circular, including a preliminary prospectus, and of a full Registration Statement and exhibits in conformity with the requirements of the Securities Act and rules and regulations thereunder, as each Stockholder may reasonably request in order to facilitate the disposition of the Registrable Shares; (c) use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities or blue sky laws of such state jurisdictions of the United States as the Stockholders may reasonably request, and accomplish any and all other acts and things which may be necessary or advisable to permit sales in such jurisdictions of such Registrable Shares and to keep such registration or qualification in effect for so long as the Registration Statement remains in effect; PROVIDED, HOWEVER, that the Company shall not be required to consent to general service of process for all purposes, or to qualify as a foreign corporation, in any jurisdiction where it is not then qualified or to register or qualify the Registrable Shares covered by the Registration Statement in any jurisdiction which would require the Company to amend its certificate of incorporation or by-laws or covenant or undertake to do any other act or make any other change regarding its capitalization or share ownership prior to the effectiveness of such registration or qualification; (d) if such registration is an underwritten public offering, to enter into an underwriting agreement in form and substance customary under the circumstances; and (e) notify each holder of Registrable Shares promptly upon the issuance by the Commission of any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose.

Filing Obligations of the Company. In connection with the any registration of the Registrable Shares effected pursuant to Section Sections 2 or 3, the Company shall: (a) prepare and file with the Commission the Registration Statement and such amendments (including post effective amendments) and supplements to the Registration Statement and the prospectus or offering circular used in connection therewith as may be necessary to keep the Registration Statement registration statement current and effective at all times until the earlier of (i) the date such time as of which the Stockholders may sell or transfer all of the such Registrable Shares covered by the such Registration Statement have been disposed of in a three-month period under Rule 144 or (ii) accordance with the date on which the Stockholders shall have sold all the Registrable Securities covered intended methods of disposition by the seller or sellers thereof set forth in such registration statement, but, in no event for a period of more than eighteen (18) months after such Registration Statement (the "Registration Period")becomes effective, and to comply with the provisions of the Securities Act and the rules and regulations thereunder with respect to the disposition of all the Registrable Shares covered by the Registration Statement for the period required to effect the distribution thereof, and to use reasonable commercial its best efforts to make any corrections or updates to the Registration Statement registration statement or prospectus as promptly as practicable and to exercise best efforts to cause the Commission to declare the Registration Statement effective once filedpracticable; (b) furnish to the Stockholders ACG such number of copies of any prospectus or offering circular, including a preliminary prospectus, and of a full Registration Statement registration statement and exhibits in conformity with the requirements of the Securities Act and rules and regulations thereunder, and each amendment and supplement thereto, and such other documents as each Stockholder ACG may reasonably request in order to facilitate the disposition of the Registrable Sharessuch securities; (c) use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement registration statement under the securities or blue sky laws of such state jurisdictions of the United States (including territories and commonwealths thereof) as the Stockholders ACG may reasonably request, and accomplish any and all other acts and things which may be necessary or advisable to permit sales in such jurisdictions of such Registrable Shares and Shares; PROVIDED, HOWEVER, that the Company shall not be required to keep such registration or qualification in effect for so long as the Registration Statement remains in effecta period of more than eighteen (18) months after such registration or qualification becomes effective; PROVIDED, HOWEVERand PROVIDED FURTHER, that the Company shall not be required to consent to general service of process for all purposes, or to qualify as a foreign corporation, in any jurisdiction where it is not then qualified or to register or qualify the Registrable Shares covered by the Registration Statement such registration statement in any jurisdiction which would require the Company to amend its certificate Articles of incorporation Incorporation or by-laws Bylaws or covenant or undertake to do any other act or make any other change regarding its capitalization or share ownership prior to the effectiveness of such registration or qualification; (d) if such registration is an underwritten public offering, to enter into an underwriting agreement in form and substance customary under the circumstances; (e) upon request of ACG: (i) furnish to ACG a copy, addressed to ACG (and the underwriters, if any), of an opinion of counsel for the Company, dated the effective date of such Registration Statement covering the matters that are customarily covered in opinions of issuer's counsel delivered in similar registrations; and (eii) in the event the registration to be effected is underwritten, use commercially reasonable efforts to furnish to ACG a copy, addressed to ACG and the underwriters, of a "comfort" letter, dated the effective date of such Registration Statement, signed by the independent public accountants who have audited the Company's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and 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 accountants' letters delivered to the underwriters in an underwritten offering; (f) notify each holder ACG, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, in which case ACG shall immediately cease the offer and sale of Registrable Shares promptly upon pursuant thereto; and at the issuance by the Commission request of any state securities commission or agency of any stop order suspending the effectiveness ACG, prepare and furnish to such seller within a commercially reasonable time in light of the Registration Statement specific circumstances (not to exceed 45 days) a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the initiation purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (g) apply for listing and use its reasonable efforts to list the Shares, if any, being registered on any proceedings national securities exchange on which a class of the Company's equity securities is listed (and to maintain such listing during the pendency of the relevant registration period) or, if the Company does not have a class of equity securities listed on a national securities exchange, apply for that purposequalification and use its reasonable efforts to qualify the Shares, if any, being registered for inclusion on the automated quotation system of the NASD (and to maintain such qualification during the pendency of the relevant registration period); and (h) make reasonably available appropriate management-level employees to assist in customary due diligence and marketing activities incident to such registration.

Filing Obligations of the Company. In connection with the registration of the Registrable Shares effected pursuant to Section 2 the Company shall: (a) prepare and file with the Commission the Registration Statement and such amendments (including post effective amendments) and supplements to the Registration Statement and the prospectus or offering circular used in connection therewith as may be necessary to keep the Registration Statement current and effective at all times until the earlier of (i) the date as of which the Stockholders may sell or transfer all of the Registrable Shares covered by the Registration Statement in a three-month period under Rule 144 or (ii) the date on which the Stockholders shall have sold all the Registrable Securities covered by the Registration Statement (the "Registration Period"), and to comply with the provisions of the Securities Act and the rules and regulations thereunder with respect to the disposition of all the Registrable Shares covered by the Registration Statement for the period required to effect the distribution thereof, to use reasonable commercial efforts to make any corrections or updates to the Registration Statement or prospectus as promptly as practicable and to exercise best efforts to cause the Commission to declare the Registration Statement effective once filed; (b) furnish to the Stockholders such number of copies of any prospectus or offering circular, including a preliminary prospectus, and of a full Registration Statement and exhibits in conformity with the requirements of the Securities Act and rules and regulations thereunder, as each Stockholder may reasonably request in order to facilitate the disposition of the Registrable Shares; (c) use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities or blue sky laws of such state jurisdictions of the United States as the Stockholders may reasonably request, and accomplish any and all other acts and things which may be necessary or advisable to permit sales in such jurisdictions of such Registrable Shares and to keep such registration or qualification in effect for so long as the Registration Statement remains in effect; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to consent to general service of process for all purposes, or to qualify as a foreign corporation, in any jurisdiction where it is not then qualified or to register or qualify the Registrable Shares covered by the Registration Statement in any jurisdiction which would require the Company to amend its certificate of incorporation or by-laws or covenant or undertake to do any other act or make any other change regarding its capitalization or share ownership prior to the effectiveness of such registration or qualification; (d) if such registration is an underwritten public offeringPublic Offering, to enter into an underwriting agreement in form and substance customary under the circumstances; and (e) notify each holder of Registrable Shares promptly upon the issuance by the Commission of any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose.

Filing Obligations of the Company. In connection with the any registration of the Registrable Shares effected pursuant to Section 2 Warrant Stock, the Company shall:: - 18 - WCP8: 41772-5 (a) prepare and file with the Commission the Registration Statement registration statement and such amendments (including post effective amendments) and supplements to the Registration Statement registration statement and the prospectus or offering circular used in connection therewith as may be necessary to keep the Registration Statement current and registration statement effective at all times until the earlier of (i) the date as of which the Stockholders may sell or transfer all Holders of the Registrable Shares Warrant Stock covered by such registration statement have completed the Registration Statement distribution described in the registration statement or until all shares to be distributed thereunder may be resold in a three-month period under public transaction pursuant to Rule 144 or (ii144(k) of the date on which the Stockholders shall have sold all the Registrable Securities covered by the Registration Statement (the "Registration Period"), 1933 Act and to comply with the provisions of the Securities 1933 Act and the rules and regulations thereunder with respect to the disposition of all the Registrable Shares Warrant Stock covered by the Registration Statement registration statement for the period required to effect the distribution thereof, to use reasonable commercial efforts to make any corrections or updates to the Registration Statement or prospectus as promptly as practicable and to exercise best efforts to cause the Commission to declare the Registration Statement effective once filed; ; (b) furnish to the Stockholders Holder such number of copies of any prospectus or offering circular, including a preliminary prospectus, and of a full Registration Statement registration statement and exhibits in conformity with the requirements of the Securities 1933 Act and rules and regulations thereunder, as each Stockholder the Holder may reasonably request in order to facilitate the disposition of the Registrable Shares; Warrant Stock owned by such Holder; (c) use its best efforts to register or qualify the Registrable Shares Warrant Stock covered by the Registration Statement registration statement, as the case may be, under the securities or blue sky laws of such state jurisdictions of the United States as the Stockholders Holder may reasonably request, and accomplish any and all other acts and things which may be necessary or advisable to permit sales sale in such jurisdictions of such Registrable Shares and to keep such registration or qualification in effect for so long as the Registration Statement remains in effectWarrant Stock; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to consent to general service of process for all purposes, register as a dealer or to qualify as a foreign corporation, corporation in any jurisdiction where it is not then qualified such jurisdictions or to register or qualify the Registrable Shares covered by the Registration Statement in escrow any jurisdiction which would require the Company to amend shares of its certificate of incorporation or by-laws or covenant or undertake to do any other act or make any other change regarding its capitalization or share ownership prior to the effectiveness of such registration or qualification; capital stock; (d) if such registration is an in the event of any underwritten public offering, to enter into and perform its obligations under an underwriting agreement agreement, in usual and customary form, with the managing underwriter of such offering. The Holder shall also enter into and perform its obligations under such an agreement; (e) furnish, at the request of the Holder, on the date that such Warrant Stock is delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the outside counsel of recognized standing (or reasonably acceptable to the Holder) representing the Company for the purposes of such registration, in form and substance customary under as is customarily given to underwriters in such underwritten public offering, addressed to the circumstances; and underwriters, if any, and to the Holder and (eii) notify each holder of Registrable Shares promptly upon a letter dated such date, from the issuance by the Commission of any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose.independent - 19 - WCP8: 41772-5