Common use of FORM D FILING; REGISTRATION; COMPLIANCE WITH THE SECURITIES ACT Clause in Contracts

FORM D FILING; REGISTRATION; COMPLIANCE WITH THE SECURITIES ACT. (a) Form D Filing; Registration of Purchased Shares. The Company hereby agrees that it shall: (i) file in a timely manner a Form D relating to the sale of the Purchased Shares under this Agreement, pursuant to Regulation D promulgated under the Securities Act; (ii) prepare and file with the SEC as soon as practicable and in no event later than thirty (30) days following the Closing, a registration statement on Form S-3 (the “Registration Statement”), to enable the resale of the Purchased Shares (collectively, the “Registrable Shares”, including any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Purchased Shares) by the Purchasers from time to time on Nasdaq and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing, but in any event, within ninety (90) days after the Closing Date and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Registrable Shares purchased by the Purchasers pursuant to this Agreement have been sold thereunder and (3) the date on which the Registrable Shares can be sold by non-affiliates of the Company pursuant to Rule 144(k) promulgated under the Securities Act (the “Registration Period”). In the event that the Company does meet the requirements for the use of Form S-3, the Company shall use such other form as is available for such a registration, and shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements; (iii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; (iv) furnish to the Purchasers with respect to the Registrable Shares registered under the Registration Statement such reasonable number of copies of 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 all or any of the Registrable Shares by the Purchasers; (v) use its commercially reasonable efforts to file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) use its commercially reasonable efforts to cause the Registrable Shares to be listed on Nasdaq on the date on which the Registration Statement is declared effective; (vii) promptly notify the Purchasers in writing when the Registration Statement has been declared effective; (viii) promptly notify the Purchasers in writing of the existence of any fact or the happening of any event, during the Registration Period (but not as to the substance of any such fact or event), that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading (provided, however, that no notice by the Company shall be required pursuant to this subsection (viii) in the event that the Company either contemporaneously files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such material event that results in such Registration Statement no longer containing any such untrue or misleading statements); (ix) furnish to each Purchaser upon written request, from the date of this Agreement until the end of the Registration Period, one copy of its periodic reports filed with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (x) bear all expenses in connection with the procedures described in paragraphs (i) through (vii) of this Section 5(a) and the registration of the Registrable Shares pursuant to the Registration Statement other than fees and expenses, if any, of legal counsel or other advisers to the Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchasers, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 5(a) with respect to Registrable Shares held by a Purchaser that such Purchaser shall timely furnish to the Company a completed Registration Statement Questionnaire on or before the Closing Date and such other written information regarding itself, the Registrable Shares to be sold by such Purchaser, and the intended method of disposition of the Registrable Shares as shall be required to effect the registration of the Registrable Shares.

FORM D FILING; REGISTRATION; COMPLIANCE WITH THE SECURITIES ACT. (a) Form D Filing; Registration of the Purchased Shares and the Underlying Shares. The Company hereby agrees that it shall: (i) file in a timely manner a Form D relating to the sale of the Purchased Shares Securities under this Agreement, pursuant to Regulation D promulgated under the Securities Act; (ii) prepare and file with the SEC as soon as practicable and in no event later than thirty (30) days following the Closing, a registration statement on Form S-3 (the “Registration Statement”), to enable the resale of the Purchased Shares and the sale of the Underlying Shares (collectively, the “Registrable Shares”, including together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Purchased Shares or the Underlying Shares, the “Registrable Shares”) by the Purchasers from time to time on Nasdaq and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing, but in any event, within ninety (90) days after following the Closing Date or, in the event of a review of the Registration Statement by the SEC, within one hundred twenty (120) days following the Closing Date, and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration StatementClosing Date, (2) the date on which all Registrable Shares purchased by the Purchasers pursuant to this Agreement have been sold thereunder and or (3) the date on which the Registrable Shares can be sold by non-affiliates nonaffiliates of the Company pursuant to Rule 144(k) promulgated under the Securities Act (the “Registration Period”). In the event that the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for such a registration, and shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements; (iii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus Prospectus (as defined below) used in connection therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; (iv) furnish to the Purchasers with respect to the Registrable Shares registered under the Registration Statement such reasonable number of copies of any prospectus 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 all or any of the Registrable Shares by the Purchasers; (v) use its commercially reasonable efforts to file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) use its commercially reasonable efforts take all such action as is required of it to cause the Registrable Shares to be listed on Nasdaq on the date on which the Registration Statement is declared effectiveClosing Date; (vii) promptly notify the Purchasers in writing when the Registration Statement has been declared effective; (viii) promptly notify the Purchasers in writing of the existence of any fact or the happening of any event, during the Registration Period (but not as to the substance of any such fact or event), that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading (provided, however, that no notice by the Company shall be required pursuant to this subsection (viii) in the event that the Company either contemporaneously files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such material event that results in such Registration Statement no longer containing any such untrue or misleading statements); (ix) furnish to each Purchaser upon written request, from the date of this Agreement until the end of the Registration Period, one copy of its periodic reports filed with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder;; and (x) bear all expenses in connection with the procedures described in paragraphs (i) through (viiix) of this Section 5(a) and the registration of the Registrable Shares pursuant to the Registration Statement other than fees and expenses, if any, of legal counsel or other advisers to the Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchasers, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 5(a) with respect to Registrable Shares held by a Purchaser that such Purchaser shall timely furnish to the Company a completed Registration Statement Questionnaire on or before the Closing Date and such other written information regarding itself, the Registrable Shares to be sold by such Purchaser, and the intended method of disposition of the Registrable Shares as shall be required to effect the registration of the Registrable Shares. The Purchasers shall update such information as and when necessary by written notice to the Company.

FORM D FILING; REGISTRATION; COMPLIANCE WITH THE SECURITIES ACT. (a) Form D Filing; Registration of the Purchased SharesSecurities. The Company hereby agrees that it shall: (i) file in a timely manner a Form D relating to the sale of the Purchased Shares Securities under this Agreement, pursuant to Regulation D promulgated under the Securities Act; (ii) prepare and file with the SEC as soon as practicable and in no event later than thirty thirty-five (3035) days following the Closing, a registration statement on Form S-3 (the “Registration Statement”), to enable the resale of the Purchased Shares Securities (collectively, the “Registrable Shares”, including together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Purchased Securities, the “Registrable Shares”) by the Purchasers from time to time on Nasdaq and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing, but in any eventeffective, within ninety (90) days after following the Closing Date and or, in the event of a review of the Registration Statement by the SEC, within one hundred twenty (120) days following the Closing Date, and, subject to exceptions provided herein, to remain continuously effective until the earlier of (1A) the second fourth anniversary of the effective date of the Registration Statement, (2B) the date on which all Registrable Shares purchased by the Purchasers pursuant to this Agreement have been sold thereunder and thereunder, or (3C) the date on which the Registrable Shares can be sold by non-affiliates of the Company pursuant to Rule 144(k) promulgated under the Securities Act (the “Registration Period”). In the event that the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for such a registration, and shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements; (iii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus Prospectus (as defined below) used in connection therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; (iv) furnish to the Purchasers each Purchaser with respect to the Registrable Shares registered under the Registration Statement such reasonable number of sufficient copies of each final Prospectus (as defined below, and including any prospectus supplement or amendment thereto) in conformity with the requirements of the Securities Act and which such other documents Purchaser is listed as the Purchaser may reasonably request, a selling securityholder in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchasers; (v) use its commercially reasonable efforts to file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) use its commercially reasonable efforts to cause the Registrable Shares to be listed on Nasdaq on the date on which the Registration Statement is declared effective; (vii) promptly notify the Purchasers in writing each Purchaser named as a selling securityholder when the Registration Statement has been declared effective; (viiivi) promptly notify the Purchasers in writing of the existence of any fact or the happening of any event, during the Registration Period (but not as to the substance of any such fact or event), that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading (provided, however, that no notice by the Company shall be required pursuant to this subsection (viiivi) in the event that the Company either contemporaneously files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such material event that results in such Registration Statement no longer containing any such untrue or misleading statements); (ixvii) furnish to each Purchaser upon written request, from the date of this Agreement until the end of the Registration Period, one copy copies of its periodic reports filed with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (xviii) bear all expenses in connection with the procedures described in paragraphs (i) through (viiviii) of this Section 5(a) and the registration of the Registrable Shares pursuant to the Registration Statement other than fees and expenses, if any, of legal counsel or other advisers to the Purchasers (other than Legal Counsel (as defined below), in which case such fees and expenses shall be limited to $15,000 in the aggregate in connection with any registration which is not a Demand Registration (as defined below)) or underwriting discounts, brokerage fees and commissions incurred by the Purchasers, if any. . (b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 5(a) with respect to Registrable Shares held by a Purchaser that such Purchaser shall timely furnish to the Company a completed Registration Statement Questionnaire on or before the Closing Date and such other written information regarding itself, the Registrable Shares to be sold by such Purchaser, and the intended method of disposition of the Registrable Shares as shall be required to effect the registration of the Registrable Shares. The Purchasers shall update such information as and when necessary by written notice to the Company. (c) If for any reason prior to the expiration of the Registration Period a Registration Statement required to be filed pursuant to this Section 5(a) ceases to be effective or fails to cover all of the Purchased Shares required to be covered by such Registration Statement, any Purchasers may subsequently demand registration pursuant to the terms of and within the time frames set forth in Section 5(a)(ii) above by providing written demand registration notice to the Company (including a registration on Form S-1 to the extent the Company is not eligible to use any short form registration in connection with such demand, a “Demand Registration”). Upon receipt of such demand registration notice, the Company shall comply with its registration obligations as defined in Sections 5(a)(ii)-(viii) above. The filing deadline and effectiveness deadline with respect to any Demand Registration will be those dates which are forty-five (45) days and one hundred thirty five (135) days after the date that the Demand Registration notice is delivered to the Company.

FORM D FILING; REGISTRATION; COMPLIANCE WITH THE SECURITIES ACT. (a) Form D Filing; Registration of the Purchased Shares and the Underlying Shares. The Company hereby agrees that it shall: (i) file in a timely manner a Form D relating to the sale of the Purchased Shares Securities under this Agreement, pursuant to Regulation D promulgated under the Securities Act; (ii) prepare and file with the SEC as soon as practicable and in no event later than thirty (30) days following the Closing, a registration statement on Form S-3 (the “Registration Statement”), to enable the resale of the Purchased Shares and the sale of the Underlying Shares (collectively, the “Registrable Shares”, including together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Purchased Shares or the Underlying Shares, the “Registrable Shares”) by the Purchasers from time to time on Nasdaq and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing, but in any eventeffective, within ninety (90) days after following the Closing Date and or, in the event of a review of the Registration Statement by the SEC, within one hundred twenty (120) days following the Closing Date, and, subject to exceptions provided herein, to remain continuously effective until the earlier of (1A) the second anniversary of the effective date of the Registration Statement, (2B) the date on which all Registrable Shares purchased by the Purchasers pursuant to this Agreement have been sold thereunder and or (3C) the date on which the Registrable Shares can be sold by non-affiliates nonaffiliates of the Company pursuant to Rule 144(k) promulgated under the Securities Act (the “Registration Period”). In the event that the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for such a registration, and shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements; (iii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus Prospectus (as defined below) used in connection therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; (iv) furnish to the Purchasers each Purchaser with respect to the Registrable Shares registered under the Registration Statement a copy of each final Prospectus (as defined below) in which such reasonable number of copies of any prospectus in conformity with the requirements of the Securities Act and such other documents Purchaser is listed as the Purchaser may reasonably request, a selling securityholder in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchasers; (v) use its commercially reasonable efforts to file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) use its commercially reasonable efforts to cause the Registrable Shares to be listed on Nasdaq on the date on which the Registration Statement is declared effective; (vii) promptly notify the Purchasers in writing each Purchaser named as a selling securityholder when the Registration Statement has been declared effective; (viiivi) promptly notify the Purchasers in writing of the existence of any fact or the happening of any event, during the Registration Period (but not as to the substance of any such fact or event), that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading (provided, however, that no notice by the Company shall be required pursuant to this subsection (viiivi) in the event that the Company either contemporaneously files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such material event that results in such Registration Statement no longer containing any such untrue or misleading statements); (ixvii) furnish to each Purchaser upon written request, from the date of this Agreement until the end of the Registration Period, one copy of its periodic reports filed with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder;, if, during such period, such documents cease to be filed on the SEC’s XXXXX system or a successor thereto; and (xviii) bear all expenses in connection with the procedures described in paragraphs (i) through (viiviii) of this Section 5(a) and the registration of the Registrable Shares pursuant to the Registration Statement other than fees and expenses, if any, of legal counsel or other advisers to the Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchasers, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 5(a) with respect to Registrable Shares held by a Purchaser that such Purchaser shall timely furnish to the Company a completed Registration Statement Questionnaire on or before the Closing Date and such other written information regarding itself, the Registrable Shares to be sold by such Purchaser, and the intended method of disposition of the Registrable Shares as shall be required to effect the registration of the Registrable Shares. The Purchasers shall update such information as and when necessary by written notice to the Company.